<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2000.
REGISTRATION NO. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AND
POST-EFFECTIVE AMENDMENT NO. 1 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
REGISTRANT INCORPORATION OR ORGANIZATION) NUMBER)
AS SPECIFIED IN ITS CHARTER)
</TABLE>
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<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 (DELAWARE) c/o THE CORPORATION TRUST COMPANY
(813) 228-4111 WHITE CLAY CENTER, ROUTE 273 1209 ORANGE STREET
NEWARK, DELAWARE 19711 WILMINGTON, DELAWARE 19801
(302) 451-2500 (302) 734-7492
</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>
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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]
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM AMOUNT OF
AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED OFFERING PRICE(2)(3)(4) FEE(4)
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<S> <C> <C>
Debt Securities of TECO Energy, Inc.(1)
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Preferred Stock, $1.00 par value per share, of TECO Energy,
Inc.(1)
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Common Stock, $1.00 par value per share, of TECO Energy,
Inc.(1)
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Warrants of TECO Energy, Inc.(1)
Preferred Securities of TECO Capital Trust I(1)
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Preferred Securities of TECO Capital Trust II(1)
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Preferred Securities of TECO Capital Trust III(1)
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Preferred Securities of TECO Funding Company I, LLC(1)(7)
--------------------------------------------------------------------------------------------------------
Preferred Securities of TECO Funding Company II, LLC(1)(7)
--------------------------------------------------------------------------------------------------------
Preferred Securities of TECO Funding Company III, LLC(1)(7)
--------------------------------------------------------------------------------------------------------
Guarantees of Preferred Securities of TECO Funding Company
I, LLC, TECO Funding Company II, LLC, and TECO Funding
Company III, LLC by TECO Energy, Inc.(1)(7)
--------------------------------------------------------------------------------------------------------
Total $1,200,000,000(5)(6) $264,000(5)
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</TABLE>
(1) Subject to note (6) below, registered hereunder is an indeterminate
principal amount and number of (i) securities of TECO Energy, Inc., (ii)
preferred securities of TECO Capital Trust I, TECO Capital Trust II and TECO
Capital Trust III, and (iii) preferred securities of TECO Funding Company I,
LLC, TECO Funding Company II, LLC and TECO Funding Company III, LLC, as may
from time to time be issued at indeterminate prices. Junior Subordinated
Notes may be issued and sold to any of TECO Funding Company I, LLC, TECO
Funding Company II, LLC and TECO Funding Company III, LLC, and the Junior
Subordinated Notes may later be distributed to the holders of the limited
liability company preferred securities upon a dissolution of any of TECO
Funding Company I, LLC, TECO Funding Company II, LLC and TECO Funding
Company III, LLC and the distribution of the assets thereof. The securities
registered hereunder may be sold separately, together or as units with other
securities registered hereunder.
(2) In United States dollars or the equivalent thereof in any other currency as
shall result in an aggregate initial offering price for all securities not
in excess of $1,200,000,000.
(3) Exclusive of accrued interest and distributions, if any.
(4) The proposed maximum aggregate offering price of the securities being
registered for the account of the Registrants has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(o)
under the Securities Act of 1933. Rule 457(o) permits the registration fee
to be calculated on the basis of the maximum offering price of all of the
securities listed and, therefore, the table does not specify by each class
information as to the amount to be registered, the maximum offering price
per unit or the proposed maximum aggregate offering price. If any debt
securities are issued at an original issue discount, then the offering price
shall be in such greater principal amount as shall result in an aggregate
initial offering price, together with that of the preferred securities, if
any, not in excess of $1,200,000,000.
(5) Pursuant to Rule 429 under the Securities Act of 1933, $200,000,000 of debt
securities are being carried forward from TECO Energy, Inc.'s Registration
Statement on Form S-3 (No. 333-45302) for inclusion in the prospectuses
filed herewith. The filing fee paid for those securities in connection with
such earlier Registration Statement totaled $52,800. This Registration
Statement constitutes Post-Effective Amendment No. 1 to Registration
Statement No. 333-45302. The registration fee that is being paid in
connection with this Registration Statement is $264,000, which fee is
attributable to the $1,000,000,000 of securities for which a registration
fee has not been paid.
(6) In no event will the aggregate offering price of all securities issued from
time to time by the registrants under this registration statement exceed
$1,200,000,000. The amount of TECO Energy, Inc. common stock sold in
at-the-market sales is further limited to that which is permissible under
Rule 415(a)(4) under the Securities Act of 1933.
(7) Includes the obligations of TECO Energy, Inc. under (i) the Amended and
Restated Limited Liability Company Agreement, (ii) the Guarantees issued
with respect to the Preferred Securities issued by each of TECO Funding
Company I, LLC, TECO Funding Company II, LLC and TECO Funding Company III,
LLC, and (iii) the Junior Subordinated Notes purchased by each of TECO
Funding Company I, LLC, TECO Funding Company II, LLC and TECO Funding
Company III, LLC, all as described in the prospectuses included in this
Registration Statement. No separate consideration will be received from
purchasers of trust preferred securities with respect to the limited
liability company preferred securities or these guarantees and, therefore,
no registration fee is attributable to the limited liability company
securities or the guarantees of the limited liability company preferred
securities.
THIS REGISTRATION STATEMENT, WHICH IS A NEW REGISTRATION STATEMENT, ALSO
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 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.
<PAGE> 3
EXPLANATORY NOTE
This registration statement contains two prospectuses. One is a prospectus
relating to debt securities, preferred stock, common stock and warrants of TECO
Energy, Inc. The other is a prospectus relating to the trust preferred
securities of TECO Capital Trust I, TECO Capital Trust II and TECO Capital Trust
III. Each offering of securities made under this registration statement will be
made with one or the other of these two prospectuses, along with an appropriate
prospectus supplement or term sheet.
<PAGE> 4
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED NOVEMBER , 2000
TECO ENERGY, INC.
DEBT SECURITIES, PREFERRED STOCK, COMMON STOCK AND WARRANTS
------------------------
We plan to offer to the public from time to time:
- debt securities consisting of debentures, notes or other evidence of
indebtedness,
- preferred stock,
- common stock,
- and warrants to purchase common stock, preferred stock or debt
securities.
Our common stock trades on the New York Stock Exchange under the symbol
"TE".
This prospectus provides you with a general description of the securities
we may offer. We may offer the securities as separate series, in amounts, prices
and on terms determined at the time of the sale. When we offer 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. YOU SHOULD READ
BOTH THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT OR TERM SHEET, TOGETHER WITH
THE ADDITIONAL INFORMATION DESCRIBED UNDER THE HEADING "WHERE YOU CAN FIND MORE
INFORMATION" BEGINNING ON PAGE 18 OF THIS PROSPECTUS, BEFORE YOU MAKE YOUR
INVESTMENT DECISION.
We will sell the securities to underwriters or dealers, through agents, or
directly to investors.
------------------------
NEITHER THE SEC 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.
THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.
------------------------
The date of this prospectus is November , 2000
TECO Energy, Inc. - 702 North Franklin Street - Tampa, Florida 33602 - (813)
228-4111
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Risk Factors................................................ 1
Forward Looking Statements.................................. 1
Teco Energy................................................. 2
Ratios Of Earnings To Fixed Charges And Preferred Stock
Dividends................................................. 2
Description Of Debt Securities.............................. 3
Description Of Preferred Stock.............................. 7
Description Of Common Stock................................. 9
Description Of Warrants, And Other Purchase Rights.......... 10
Use Of Proceeds............................................. 12
Plan Of Distribution........................................ 12
Legal Matters............................................... 13
Experts..................................................... 13
Where You Can Find More Information......................... 13
</TABLE>
i
<PAGE> 6
RISK FACTORS
For any securities offered and sold under this prospectus, we will include
risk factors, if appropriate, in the applicable prospectus supplement or term
sheet relating to those securities.
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," "intend," "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:
- our ability to successfully complete our projects on schedule and within
budget;
- our ability to find and successfully implement attractive investments in
unregulated businesses;
- interest rates and other factors that could impact our ability to obtain
access to sufficient capital on satisfactory terms;
- 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;
- commodity price changes, including energy price changes affecting our
merchant plants;
- 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."
1
<PAGE> 7
TECO ENERGY
We are an electric and gas utility holding company with important
diversified activities. Our diversified businesses include independent power
generation and distribution, marine transportation, coal mining, natural gas
production from coalbeds, , the marketing of natural gas, energy services and
engineering and, indirectly, the sale of propane gas. 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." The address of our principal
executive office is 702 North Franklin Street, Tampa, Florida 33602 and the
telephone number is (813) 228-4111.
RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth our consolidated ratios of earnings to fixed
charges and preferred stock dividends for the periods shown. If any series of
debt or preferred stock securities should be used to repay our outstanding debt
or retire other securities, we will present a pro forma ratio in the applicable
prospectus supplement or term sheet if the change in a ratio would be ten
percent or greater. 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 of consolidated subsidiaries.
<TABLE>
<CAPTION>
NINE MONTHS TWELVE MONTHS YEAR ENDED DECEMBER 31,
ENDED ENDED ---------------------------------------------
SEPT. 30, 2000 SEPT. 30, 2000 1999 1998 1997 1996 1995
-------------- -------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges................... 2.77x 2.73x(1) 3.25x(2) 3.67x(3) 3.77x(4) 3.72x 3.50x
Ratio of Earnings to Fixed
Charges and Preferred
Stock Dividends........... 2.77x 2.73x(1) 3.25x(2) 3.67x(3) 3.77x(4) 3.72x 3.50x
</TABLE>
---------------
(1) Includes the effect of a non-recurring pretax charge totaling $3.5 million
recorded in the fourth quarter of 1999 at Tampa Electric Company to resolve
litigation filed by the U.S. Environmental Protection Agency. 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 2.76x for the twelve-month period ended September
30, 2000.
(2) Includes the effect of non-recurring pretax charges totaling $21.0 million
recorded in the third and fourth quarters of 1999. 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.
2
<PAGE> 8
DESCRIPTION OF DEBT SECURITIES
The debt securities will be unsecured and, unless indicated otherwise in
the applicable prospectus supplement or term sheet, 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 August 17, 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 only the
material terms of 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;
- 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;
3
<PAGE> 9
- 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 terms relating to the conversion of the debt security into our common
stock, preferred stock or other security issuable by us;
- any subordination of the debt securities to any other indebtedness of
ours; 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 issue debt securities only 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.
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. Accordingly, the debt securities are effectively subordinated to
existing and future liabilities of our subsidiaries to their respective
creditors.
4
<PAGE> 10
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:
- the successor is an individual or organization organized under the laws
of the United States or any state thereof or the District of Columbia or,
upon the effectiveness of the currently proposed amendment to the
indenture, under the laws of a foreign jurisdiction and such successor
consents to the jurisdiction of the courts of the United States or any
state thereof;
- the successor or transferee expressly assumes our obligations under the
indenture; and
- 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;
- 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.
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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 that
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 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.
We must furnish to the trustee an annual 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.
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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.
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 some 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.
DESCRIPTION OF PREFERRED STOCK
We currently have authorized 10,000,000 shares of undesignated preferred
stock, $1.00 par value per share, none of which were issued and outstanding as
of the date of this prospectus. Under Florida law and our charter, our board is
authorized to issue shares of preferred stock from time to time in one or more
series without shareholder approval.
Subject to limitations prescribed by Florida law and our charter and
by-laws, our board can determine the number of shares constituting each series
of preferred stock and the designation, preferences, voting powers,
qualifications, and special or relative rights or privileges of that series.
These may include provisions as may be desired concerning voting, redemption,
dividends, dissolution, or the distribution of assets, conversion or exchange,
and other subjects or matters as may be fixed by resolution of the board or an
authorized committee of the board.
Our board is authorized to determine the voting rights of any series of
preferred stock, subject to the following restrictions in our charter:
- holders of shares of our preferred stock are not entitled to more than
the lesser of (i) one vote per $100 of liquidation value and (ii) one
vote per share, when voting as a class with the holders of shares of our
common stock; and
- holders of shares of our preferred stock are not entitled to vote on any
matter separately as a class, other than (i) as required by Florida law,
(ii) as specified in the terms of the preferred stock, if the matter to
be voted upon would affect the powers, preferences or special rights of
the series.
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If we offer a specific series of preferred stock under this prospectus, we
will describe the terms of the preferred stock in the prospectus supplement for
such offering and will file a copy of the charter amendment establishing the
terms of the preferred stock with the SEC. This description will include:
- the title and stated value;
- the number of shares offered, the liquidation preference per share and
the purchase price;
- the dividend rate(s), period(s) and/or payment date(s), or method(s) of
calculation for dividends;
- whether dividends will be cumulative, partially cumulative or
non-cumulative and, if cumulative or partially cumulative, the date from
which the dividends will accumulate;
- the procedures for any auction or remarketing, if any;
- the provisions for a sinking fund, if any;
- the provisions for redemption, if applicable;
- any listing of the preferred stock on any securities exchange or market;
- whether the preferred stock will be convertible into any series of our
common stock, and, if applicable, the conversion price (or how it will be
calculated) and exchange period;
- voting rights, if any, of the preferred stock;
- whether interests in the preferred stock will be represented by
depositary shares;
- a discussion of any material and/or special U.S. federal income tax
considerations applicable to the preferred stock;
- the relative ranking and preferences of the preferred stock as to
dividend rights and rights upon liquidation, dissolution or winding up of
our affairs;
- any limitations on issuance of any class or series of preferred stock
ranking senior to or on parity with the series of preferred stock as to
dividend rights and rights upon our liquidation, dissolution or winding
up;
- any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock.
The preferred stock offered by this prospectus will, when issued, be fully
paid and nonassessable and will not have, or be subject to, any preemptive or
similar rights.
Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock will, with respect to dividend rights and rights upon our
liquidation, dissolution or winding up, rank as follows:
- senior to all classes or series of our common stock, and to all equity
securities issued by us, the terms of which specifically provide that
they rank junior to the preferred stock with respect to those rights;
- on a parity with all equity securities we issue that do not rank senior
or junior to the preferred stock with respect to those rights; and
- junior to all equity securities we issue, the terms of which do not
specifically provide that they rank on a parity with or junior to the
preferred stock with respect to these rights (including any entity with
which we may be merged or consolidated or to which all or substantially
all of our assets may be transferred or which transfers all or
substantially all of its assets to us).
As used for these purposes, the term "equity securities" does not include
convertible debt securities.
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DESCRIPTION OF COMMON STOCK
Our authorized common stock consists of 400,000,000 shares, $1.00 par value
per share. At October 25, 2000, there were 125,932,425 shares of common stock
issued and outstanding and 7,043,000 shares of common stock held as treasury
shares. The approximate number of shareholders of record of our common stock as
of October 25, 2000 was 24,670.
Each share of our common stock is entitled to one vote on all matters
requiring a vote of shareholders and, subject to the rights of the holders of
any outstanding shares of preferred stock, are entitled to receive any
dividends, in cash, securities or property, as our board may declare.
In the event of our liquidation, dissolution or winding up, either
voluntary or involuntary, subject to the rights of the holders of any
outstanding shares of preferred stock, holders of common stock are entitled to
share pro-rata in all of our remaining assets available for distribution.
The common stock issued by this prospectus will, when issued, be fully paid
and nonassessable and will not have, or be subject to, any preemptive or similar
rights.
EquiServe, L.P. is the transfer agent and registrar for our common stock.
Its phone number is 800-650-9222.
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DESCRIPTION OF WARRANTS, AND OTHER PURCHASE RIGHTS
GENERAL
We may issue warrants and/or other rights to purchase debt securities
(which we refer to as debt warrants), preferred stock (which we refer to as
preferred stock warrants) or common stock (which we refer to as common stock
warrants). We may issue any of these warrants or purchase rights (which we refer
to generally as warrants) independently or together with other securities
offered by this prospectus and attached to or separate from the other
securities. If we issue warrants, we will issue them under warrant agreements
between us and a bank or trust company, as agent, all of which will be described
in the prospectus supplement relating to the warrants we are offering.
DEBT WARRANTS
We will describe the terms of debt warrants offered in the applicable
prospectus supplement, the warrant agreement relating to the debt warrants and
the debt warrant certificates representing the debt warrants, including the
following:
- the title;
- the aggregate number offered;
- their issue price or prices;
- the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise, and the procedures and conditions
relating to exercise;
- the designation and terms of any related debt securities and the number
of debt warrants issued with each security;
- the date, if any, on and after which the debt warrants and the related
debt securities will be separately transferable;
- the principal amount of debt securities purchasable upon exercise, and
the price at which that principal amount of debt securities may be
purchased upon exercise;
- the commencement and expiration dates of the right to exercise;
- the maximum or minimum number which may be exercised at any time;
- a discussion of the material United States income tax considerations
applicable to exercise;
- and any other terms, procedures and limitations relating to exercise.
Debt warrant certificates will be exchangeable for new debt warrant
certificates of different denominations, and debt warrants may be exercised at
the corporate trust office of the warrant agent or any other office indicated in
the applicable prospectus supplement. Before exercising their debt warrants,
holders will not have any of the rights of holders of the securities purchasable
upon exercise and will not be entitled to payments of principal of, or premium,
if any, of interest, if any, on the securities purchasable upon exercise.
OTHER WARRANTS
The applicable prospectus supplement will describe the following terms of
preferred stock warrants or common stock warrants offered under this prospectus:
- the title;
- the securities issuable upon exercise;
- the issue price or prices;
- the number of warrants issued with each share of preferred stock or
common stock;
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- any provisions for adjustment of (i) the number or amount of shares of
preferred stock or common stock issuable upon exercise of the warrants or
(ii) the exercise price;
- if applicable, the date on and after which the warrants and the related
preferred stock or common stock will be separately transferable;
- if applicable, a discussion of the material United States federal income
tax considerations applicable to the exercise of the warrants;
- any other terms, including terms, procedures, and limitations relating to
exchange or exercise;
- the commencement and expiration dates of the right to exercise; and
- the maximum and minimum number that may be exercised at any time.
EXERCISE OF WARRANTS
Each warrant will entitle the holder to purchase for cash the principal
amount of debt securities or shares of preferred stock or common stock at the
applicable exercise price set forth in, or determined as described in, the
applicable prospectus supplement. Warrants may be exercised at any time up to
the close of business on the expiration date set forth in the applicable
prospectus supplement. After the close of business on the expiration date,
unexercised warrants will become void.
Warrants may be exercised by delivering to the corporate trust office of
the warrant agent or any other officer indicated in the applicable prospectus
supplement (a) the warrant certificate properly completed and duly executed and
(b) payment of the amount due upon exercise. As soon as practicable following
exercise, we will forward the debt securities or shares of preferred stock or
common stock purchasable upon exercise. If less than all of the warrants
represented by a warrant certificate are exercised, a new warrant certificate
will be issued for the remaining warrants.
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USE OF PROCEEDS
We intend to add the net proceeds from the sale of the 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.
PLAN OF DISTRIBUTION
We may sell the 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 securities will set forth the terms of the offering of those securities,
including the following:
- name or names of any underwriters, dealers or agents;
- the purchase price of such 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
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 securities to the public.
In connection with the sale of securities, we may compensate the underwriters in
the form of underwriting discounts or commissions. The purchasers of the
securities for whom the underwriters may act as agent may also pay them
commissions. Underwriters may sell the 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 securities will be subject to conditions precedent, and the
underwriters will be obligated to purchase all such securities if any are
purchased.
If we use dealers in the sale of the securities, we will sell the
securities to the dealers as principals. The dealer may then resell the
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 of 1933, involved in the offer or sale of securities, and set
forth any commissions or discounts we grant to the dealer.
If we use agents in the sales of the securities, the agents may solicit
offers to purchase the 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 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 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
securities from us at the public offering price set forth in the
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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 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 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 underwriter may engage in over-allotment, stabilizing and syndicate
short covering transactions and penalty bids in accordance with Regulation M of
the Securities Exchange Act of 1934. Over-allotment involves sales in excess of
the offering size, which creates a short position. Stabilizing transactions
involve bids to purchase the underlying security so long as the stabilizing bids
do not exceed a specified maximum. Syndicate short covering transactions involve
purchases of securities in the open market after the distribution has been
completed in order to cover syndicate short positions. Penalty bids permit the
underwriters to reclaim selling concessions from dealers when the securities
originally sold by the dealers are purchased in covering transactions to cover
syndicate short positions. These transactions may cause the price of the
securities sold in an offering to be higher than it would otherwise be. These
transactions, if commenced, may be discontinued by the underwriters at any time.
Any securities, other than our common stock, will be a new issue of
securities with no established trading market. We cannot assure you that there
will be a market for the securities of any particular security, or that if a
market does develop, that it will continue to provide holders of those
securities with liquidity for their investment or will continue for the duration
the securities are outstanding.
The prospectus supplement or term sheet relating to each offering will set
forth the anticipated date of delivery of the securities.
We may sell up to $ of our common stock in at-the-market sales. We
would sell those shares of common stock through and/or .
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts will pass upon the validity of
the 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 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.
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.,
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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
securities. For further information on us and the securities, you should refer
to the registration statement and its exhibits. This prospectus discusses
material provisions of our indenture dated August 17, 1998 entered into with The
Bank of New York as trustee. 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 documents listed below 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 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, June 30, 2000 and September 30, 2000; and
- our Current Reports on Form 8-K dated February 16, 2000, February 29,
2000, July 20, 2000, September 20, 2000, September 25, 2000, October 30,
2000, November 14, 2000 and November 16, 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 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.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED , 2000
PROSPECTUS
TECO CAPITAL TRUST I
TECO CAPITAL TRUST II
TECO CAPITAL TRUST III
TRUST PREFERRED SECURITIES
REPRESENTING A CORRESPONDING AMOUNT OF
COMPANY PREFERRED SECURITIES
OF
TECO FUNDING COMPANY I, LLC
TECO FUNDING COMPANY II, LLC
TECO FUNDING COMPANY III, LLC
FULLY AND UNCONDITIONALLY GUARANTEED ON A JUNIOR SUBORDINATED BASIS BY
TECO ENERGY, INC.
THE TECO TRUSTS:
- will issue and sell trust preferred securities to the public;
- will use the proceeds from these sales to buy company preferred
securities from a TECO limited liability company; and
- will pass distributions and redemption and liquidation payments paid by a
TECO limited liability company on the company preferred securities
through to you as distributions and redemption and liquidation payments
on the trust preferred securities.
THE TECO LIMITED LIABILITY COMPANIES:
- will issue and sell company preferred securities to a TECO trust;
- will issue and sell common securities to TECO Energy; and
- will use the proceeds from these sales to buy a series of junior
subordinated notes from TECO Energy with terms that correspond to the
company preferred securities.
TECO ENERGY:
- will pay principal and interest on its junior subordinated notes, subject
to payment on its more senior debt; and
- will fully and unconditionally guarantee, on a junior subordinated basis,
the distribution, redemption and liquidation payment obligations under
the company preferred securities.
We urge you to read this prospectus and the prospectus supplement carefully
before you make your investment decision.
------------------------
NEITHER THE SEC 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.
THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.
------------------------
The date of this prospectus is , 2000
<PAGE> 21
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ABOUT THIS PROSPECTUS....................................... 1
RISK FACTORS................................................ 1
FORWARD-LOOKING STATEMENTS.................................. 1
TECO ENERGY................................................. 2
THE TECO LIMITED LIABILITY COMPANIES........................ 3
THE TECO TRUSTS............................................. 4
RATIO OF EARNINGS TO FIXED CHARGES.......................... 5
DESCRIPTION OF THE TRUST PREFERRED SECURITIES............... 6
DESCRIPTION OF THE COMPANY PREFERRED SECURITIES............. 12
DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES................ 19
DESCRIPTION OF THE GUARANTEES............................... 27
RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, COMPANY
PREFERRED SECURITIES, THE JUNIOR SUBORDINATED NOTES AND
THE GUARANTEES............................................ 29
BOOK-ENTRY ISSUANCE......................................... 31
USE OF PROCEEDS............................................. 33
PLAN OF DISTRIBUTION........................................ 34
LEGAL MATTERS............................................... 35
EXPERTS..................................................... 35
WHERE YOU CAN FIND MORE INFORMATION......................... 35
</TABLE>
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ABOUT THIS PROSPECTUS
In this prospectus, "we" and "TECO Energy" refer to TECO Energy, Inc., a
"limited liability company" or "TECO Limited Liability Company" refers to TECO
Funding Company I, LLC, TECO Funding Company II, LLC or TECO Funding Company
III, LLC, which are Delaware limited liability companies that we have formed to
issue the company preferred securities, and a "trust" or "TECO Trust" refers to
TECO Capital Trust I, TECO Capital Trust II or TECO Capital Trust III, which are
Delaware statutory business trusts that we have formed to issue the trust
preferred securities.
This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. That registration statement registered
both the securities described in this prospectus as well as other securities
issuable by TECO Energy, including its common and preferred stock, debt
securities and securities convertible into those securities. Under the shelf
process, TECO Energy, the TECO Limited Liability Companies and the TECO Trusts
may issue and sell to the public any combination of the securities described in
the registration statement in one or more offerings up to a total dollar amount
of $1,000,000,000.
This prospectus provides you with only a general description of the TECO
Limited Liability Companies' securities, the TECO Trusts' preferred securities
and TECO Energy's junior subordinated notes. Each time we, the limited liability
companies or the trusts issue and sell those securities, we will provide a
prospectus supplement that will contain specific information about the
particular securities and terms of that offering. In the prospectus supplement,
we will describe the interest rate, payment dates, maturity and other terms of
any junior subordinated notes that we issue and sell, and the rights to periodic
cash distributions, payments on liquidation and other terms of a limited
liability company's and trust's securities. The prospectus supplement will also
describe the proceeds and uses of proceeds from the securities, together with
the names and compensation of any underwriters through whom the securities are
being issued and sold, and other important considerations for investors. It may
also add to, update or change information contained in this prospectus.
RISK FACTORS
For any securities offered and sold under this prospectus, we will include
risk factors, if appropriate, in the applicable prospectus supplement or term
sheet relating to those securities.
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," "intend," "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:
- our ability to successfully complete our projects on schedule and within
budget;
- our ability to find and successfully implement attractive investments in
unregulated businesses;
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- interest rates and other factors that could impact our ability to obtain
access to sufficient capital on satisfactory terms;
- 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;
- commodity price changes, including energy price changes affecting our
merchant plants;
- 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."
TECO ENERGY
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 marketing of natural gas, energy services
and engineering and, indirectly, the sale of propane gas. 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." The principal executive
office of TECO Energy is 702 North Franklin Street, Tampa, Florida 33602 and our
telephone number is (813) 228-4111.
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THE TECO LIMITED LIABILITY COMPANIES
Each TECO Limited Liability Company is a limited liability company that we
have formed under Delaware law. For each limited liability company there is a
limited liability company agreement signed by us as the sole initial member. For
each limited liability company there is also a certificate of formation filed
with the Delaware Secretary of State. When we are ready to issue and sell
securities through a limited liability company, its limited liability company
agreement will be amended to read substantially like the form of amended and
restated limited liability agreement that has been filed with the SEC as an
exhibit to the registration statement of which this prospectus is a part. Each
TECO Limited Liability Company will be treated as a partnership for U.S. federal
income tax purposes. The principal executive office of each of TECO Funding
Company I LLC, TECO Funding Company II LLC and TECO Funding Company III LLC is
c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware
19801 and its telephone number is (302) 734-7492.
THE ISSUANCE AND SALE OF THE COMPANY SECURITIES
We have created each TECO Limited Liability Company solely to:
- issue and sell its company preferred securities and common securities,
which represent proportionate beneficial ownership interests in that TECO
Limited Liability Company and its assets, subject to the preferential
rights of the company preferred securities;
- use the proceeds from the sale of the company preferred securities and
common securities to buy from us a series of our junior subordinated
notes;
- maintain its status as a partnership for federal income tax purposes; and
- engage in only those other activities necessary or convenient to
accomplish these purposes.
Because each TECO Limited Liability Company's only assets will be the
junior subordinated notes that we issue to it and the related rights under the
TECO Energy junior subordinated guarantee, our payments on those debt securities
and the guarantee will be the only source of funds to be paid to purchasers or
owners of the limited liability company's securities. Each TECO Limited
Liability Company will be obligated to pass through any payment on the junior
subordinated notes to the holders of the company preferred securities and common
securities. If the TECO Limited Liability Company fails to make a payment on its
company preferred securities after having received payments on the junior
subordinated notes held by it, holders of the company preferred securities may
enforce their rights under the TECO Energy junior subordinated guarantee
agreement. See "DESCRIPTION OF THE GUARANTEES". Each of the TECO Limited
Liability Companies is a separate legal entity, so the assets of one will not be
available to satisfy the obligations of the other or of any other similar
limited liability company we may create.
We will acquire and own all of the common securities of each TECO Limited
Liability Company, which, unless an event of default has occurred and is
continuing with respect to the junior subordinated notes, represent 100% of the
voting rights in a TECO Limited Liability Company. The common securities of a
TECO Limited Liability Company will have an aggregate liquidation amount of at
least 3% of the total capital of that limited liability company. The remainder,
representing up to 97% of the ownership interests in the limited liability
company, will be company preferred securities of that TECO Limited Liability
Company which will be sold to a TECO Trust. The company preferred securities
will have preferential rights to payments in respect of distributions and
payments upon redemption, liquidation or otherwise.
Each TECO Limited Liability Company will be managed by a board of directors
having not less than one member. The directors will be designated as "managers"
of a TECO Limited Liability Company within the meaning of Delaware law. The
directors will serve until their successors are duly elected and qualified. The
directors may appoint officers of the limited liability company from time to
time to manage the day-to-day affairs of the limited liability company. It is
currently expected that each of the initial directors and officers of a TECO
Limited Liability Company will be an individual who is an officer or employee of
TECO Energy. All voting rights in each TECO Limited Liability Company will be
vested in TECO Energy, as the sole holder of
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<PAGE> 25
the common securities, including the right to elect the board of directors. The
holders of the company preferred securities will have no voting rights, unless
an event of default has occurred and is continuing with respect to the junior
subordinated notes.
We will agree with each TECO Limited Liability Company in its limited
liability company agreement that, as long as any company preferred securities
are outstanding, we will continue to own, directly or indirectly, 100% of the
outstanding common securities.
Under Delaware law, a TECO Limited Liability Company may not pay dividends
or other distributions on company preferred securities or common securities if,
after making the distributions, that TECO Limited Liability Company's
liabilities would exceed the fair value of its assets. However, each TECO
Limited Liability Company does not expect to have any material liabilities, so
each TECO Limited Liability Company does not anticipate that this restriction
will affect its ability to pay distributions on the company preferred
securities.
Before issuing the company preferred securities, a TECO Limited Liability
Company will enter into an administration agreement with TECO Energy under which
TECO Energy will provide (or cause others to provide) accounting, legal, tax and
other support services to the limited liability company, assist the limited
liability company in complying with pertinent U.S. local, state and federal
laws, and provide administrative, recordkeeping and secretarial services to the
limited liability company.
Unless we say otherwise in the applicable prospectus supplement, each TECO
Limited Liability Company will have a term of approximately 50 years. However, a
TECO Limited Liability Company may dissolve earlier than its full term as
provided in the applicable limited liability company agreement and described in
the prospectus supplement.
Under the junior subordinated note indenture and the applicable limited
liability company agreement, we promise to pay all fees and expenses related to
each TECO Limited Liability Company and the offering of the company preferred
securities and common securities and will pay, directly or indirectly, all
ongoing costs, expenses and liabilities of each TECO Limited Liability Company,
except obligations under the company preferred securities and the common
securities.
The TECO Limited Liability Companies have no separate financial statements.
Separate financial statements would not be material to holders of the trust
preferred securities because the TECO Limited Liability Companies have no
independent operations. They exist solely for the limited functions summarized
above.
THE TECO TRUSTS
Each TECO Trust is a statutory business trust that we have formed under
Delaware law. For each trust there is a trust agreement signed by a TECO Limited
Liability Company as depositor, by The Bank of New York as property trustee, and
by The Bank of New York (Delaware) as Delaware trustee. For each trust there is
also a certificate of trust filed with the Delaware Secretary of State. When we
are ready to issue and sell securities through a trust, its trust agreement will
be amended to read substantially like the form of amended and restated trust
agreement that has been filed with the SEC as an exhibit to the registration
statement of which this prospectus is a part. Each trust agreement will be
qualified as an indenture under the Trust Indenture Act of 1939. The principal
executive offices of each of the TECO Trusts is c/o The Bank of New York
(Delaware), White Clay Center, Route 273, Newark, Delaware 19711 and its
telephone number is (302) 451-2500.
THE ISSUANCE AND SALE OF THE TRUST SECURITIES
We have created each TECO Trust solely to:
- issue and sell its trust preferred securities, which represent
proportionate beneficial ownership interests in that TECO Trust and its
assets;
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<PAGE> 26
- use the proceeds from the sale of the trust preferred securities to buy
company preferred securities from a TECO Limited Liability Company;
- maintain its status as a grantor trust for federal income tax purposes;
and
- engage in only those other activities necessary or convenient to
accomplish these purposes.
Because each TECO Trust's only assets will be the company preferred
securities that a TECO Limited Liability Company issues to it and the related
rights under the TECO Energy junior subordinated guarantee, payments on the
company preferred securities and the guarantee will be the only source of funds
to be paid to purchasers or owners of the trust preferred securities. A TECO
Trust is required to pass the payments it receives on the company preferred
securities through to you as payments on the trust preferred securities. The
TECO Trust cannot engage in other activities. Each of the TECO Trusts is a
separate legal entity, so the assets of one will not be available to satisfy the
obligations of the other or of any other similar trust we may create.
Unless we say otherwise in the applicable prospectus supplement, each TECO
Trust will have a term of approximately 50 years. However, a TECO Trust may
dissolve earlier than its full term as provided in the applicable trust
agreement and described in the prospectus supplement.
In accordance with the trust agreement of each TECO Trust, we will appoint
the trustees for each trust, who will conduct that trust's business and affairs.
The initial trustees will be:
- The Bank of New York, as the property trustee; and
- The Bank of New York (Delaware) as Delaware trustee.
We refer to these trustees collectively as the "issuer trustees." The Bank
of New York will act as sole indenture trustee under each trust agreement for
purposes of compliance with the Trust Indenture Act. It will also act as trustee
under our guarantee agreement relating to the company preferred securities. See
"DESCRIPTION OF THE GUARANTEES."
Under the applicable trust agreement, the TECO Limited Liability Company
that is the depositor of the trust ordinarily will have the right to appoint,
remove or replace the property trustee or the Delaware trustee for that trust.
However, if we are in default with respect to the particular junior subordinated
notes issued to the TECO Limited Liability Company that has issued company
preferred securities to that TECO Trust (and we have not cured that default
within the time specified in the junior subordinated note indenture), then the
holders of a majority in liquidation amount of that TECO Trust's outstanding
trust preferred securities will be entitled to appoint, remove or replace the
property trustee and/or the Delaware trustee. The duties and obligations of the
property trustee and the Delaware trustee are governed by the applicable trust
agreement.
Under the governing junior subordinated note indenture and the trust
agreement, we promise to pay all fees and expenses related to each TECO Trust
and the offering of the trust preferred securities and will pay, directly or
indirectly, all ongoing costs, expenses and liabilities of each TECO Trust,
except obligations under the trust preferred securities.
The TECO Trusts have no separate financial statements. Separate financial
statements would not be material to holders of the trust preferred securities
because the TECO Trusts have no independent operations. They exist solely for
the limited functions summarized above.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratios of earnings to fixed
charges for the periods shown. If any series of debt securities should be used
to repay our outstanding debt or retire other securities, we will
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present a pro forma ratio in the applicable prospectus supplement if the change
in a ratio would be ten percent or greater.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
NINE MONTHS ENDED TWELVE MONTHS ENDED -------------------------------------
SEPTEMBER 30, 2000 SEPTEMBER 30, 2000 1999 1998 1997 1996 1995
------------------ ------------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
2.77x...... 2.73x(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 a non-recurring pretax charge totaling $3.5 million
recorded in the fourth quarter of 1999 at Tampa Electric Company to resolve
litigation filed by the U.S. Environmental Protection Agency. 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 2.76x for the twelve-month period ended September
30, 2000.
(2) Includes the effect of non-recurring pretax charges totaling $21.0 million
recorded in the third and fourth quarters of 1999. 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.
DESCRIPTION OF THE TRUST PREFERRED SECURITIES
The following describes the general terms and provisions of the trust
preferred securities to which any prospectus supplement may relate. The
particular terms of the trust preferred securities offered by any TECO Trust and
the extent to which any of these general provisions do not apply to its trust
preferred securities will be described in the prospectus supplement relating to
that TECO Trust and its trust preferred securities.
The trust preferred securities will represent beneficial ownership
interests in the assets of the TECO Trust, namely a corresponding amount of the
company preferred securities together with related rights under the TECO Energy
junior subordinated guarantee. Holders of trust preferred securities will also
have other benefits as described in the corresponding trust agreement.
We have summarized selected provisions of the trust preferred securities
and each trust agreement below. This summary is not complete. The form of trust
agreement has been filed as an exhibit to the registration statement of which
this prospectus forms a part. You should read the form of trust agreement for
provisions that may be important to you. You should also consider applicable
provisions of the Trust Indenture Act and the Delaware Business Trust Act. Each
of the TECO Trusts is a legally separate entity, and the assets of one are not
available to satisfy the obligations of the other.
GENERAL
Legal title to the company preferred securities will generally be held by
the property trustee in trust for the benefit of the holders of the related
trust preferred securities. The amended and restated trust agreement will
provide that, to the fullest extent permitted by law, without the need for any
other action of any person,
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including the issuer trustees or any other holder of trust preferred securities,
each holder of trust preferred securities will be entitled to enforce, in the
name of that TECO Trust, the rights of that TECO Trust under the company
preferred securities and the TECO Energy junior subordinated guarantee
represented by the trust preferred securities held by such holder. A holder of
trust preferred securities, as the holder of a beneficial interest in the
corresponding company preferred securities, may institute a legal proceeding
directly against us to enforce rights to payment of distributions and amounts in
redemption or liquidation. A holder of trust preferred securities may at any
time upon written notice withdraw and hold directly the underlying company
preferred securities represented by such trust preferred securities, in which
case such holder will be entitled to directly enforce its rights under the
company preferred securities and TECO Energy junior subordinated guarantee.
DISTRIBUTIONS
Distributions on the company preferred securities will be passed on to you
as a holder of the trust preferred securities. A TECO Trust is required to make
distributions on the trust preferred securities concurrently with, and in the
same amount as, the distributions on the company preferred securities. Except as
specified in the applicable prospectus supplement, in the event that a date on
which distributions are payable on the trust preferred securities is not a
business day, payment of the distribution will be made on the next succeeding
business day (without any interest or other payment in respect to the delay),
with the same force and effect as if made on the originally specified date.
However, if the next business day is in the next calendar year, payment of
distributions will be made on the preceding business day. Each date on which
distributions are payable is referred to in this prospectus as a distribution
date.
The revenue of each TECO Trust available for distribution to holders of its
trust preferred securities will be limited to payments under the company
preferred securities it owns. Each TECO Trust will invest the proceeds from the
issuance and sale of its trust preferred securities in the company preferred
securities. It will have no other assets. See "DESCRIPTION OF THE COMPANY
PREFERRED SECURITIES." If we do not make interest payments on the junior
subordinated notes and as a result the applicable limited liability company is
unable to make distributions on the company preferred securities, the property
trustee will not have funds available to pay distributions on the related trust
preferred securities. We have guaranteed the payment of distributions as set
forth below under "DESCRIPTION OF THE GUARANTEES."
Distributions on the trust preferred securities will be payable to the
holders as they appear on the register of the TECO Trust on the record date,
which will be the fifteenth day (whether or not a business day) prior to the
relevant distribution date unless otherwise specified in the applicable
prospectus supplement. Subject to any applicable laws and regulations and to the
provisions of the applicable trust agreement, each distribution payment will be
made as described in the section of the applicable prospectus supplement
addressing the treatment of book-entry and global securities.
PAYMENT OF EXPENSES
We will agree to pay all debts and obligations (other than distributions on
the trust preferred securities) and all costs and expenses of the TECO Trusts
and to pay any and all taxes, duties, assessments or other governmental charges
(other than United States withholding taxes) imposed by the United States or any
other taxing authority. This includes, but is not limited to, all costs and
expenses relating to the organization of the TECO Trusts, the fees and expenses
of the property trustee and the Delaware trustee and all costs and expenses
relating to the operation of the TECO Trusts. As a result, the net amounts
received and retained by a TECO Trust after paying these fees, expenses, debts
and obligations will be equal to the amounts the TECO Trust would have received
and retained had no fees, expenses, debts and obligations been incurred by or
imposed on it. Our promise to pay these obligations is for the benefit of, and
shall be enforceable by, any creditor to whom the fees, expenses, debts and
obligations are owed, whether or not the creditor has received notice of the
promise. Any creditor may enforce these obligations directly against us. We have
agreed to irrevocably waive any right or remedy that would otherwise require
that any creditor take any action against
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<PAGE> 29
the TECO Trust or any other person before proceeding against us. We will execute
any additional agreements as may be necessary to give full effect to these
promises.
REDEMPTION
The trust preferred securities can be redeemed only upon redemption of the
company preferred securities and junior subordinated notes. If a TECO Limited
Liability Company redeems the company preferred securities in accordance with
its limited liability company agreement, then the TECO Limited Liability Company
must give the property trustee at least 35 days' prior notice before doing so.
The property trustee will mail the notice of redemption not less than 25 days
prior to the date fixed for redemption of the company preferred securities to
the holders of trust preferred securities.
If a TECO Trust gives notice of the redemption of its trust preferred
securities, then, by 12:00 noon, New York City time on the redemption date, to
the extent funds are available, the property trustee will deposit irrevocably
with the depositary or other appropriate agent funds sufficient to pay the
redemption price and will give that depositary or agent irrevocable instructions
and authority to pay the redemption price to the holders of the trust preferred
securities. If the trust preferred securities are no longer in book-entry form,
the property trustee, to the extent funds are available, will irrevocably
deposit with the paying agent for the trust preferred securities funds
sufficient to pay the redemption price and will give the paying agent
irrevocable instructions and authority to pay the redemption price to the
holders upon surrender of their certificates evidencing the trust preferred
securities.
Nevertheless, distributions payable on or prior to the redemption date for
trust preferred securities called for redemption shall be payable to the holders
of those trust preferred securities on the relevant record dates for the related
distribution dates. If notice of redemption has been given and funds deposited
as required, then on the date that the funds are deposited, all rights of the
holders of the trust preferred securities called for redemption will cease,
except their right to receive the redemption price, without interest and the
trust preferred securities will no longer be deemed outstanding.
Except as specified in the applicable prospectus supplement, if a date
fixed for redemption of trust preferred securities is not a business day, then
payment of the redemption price will be made on the next business day (and
without any interest or other payment for that delay). However, if that next
business day falls in the next calendar year, the redemption price will be
payable on the preceding business day.
Subject to applicable law (including, without limitation, United States
federal securities law), we or our subsidiaries may at any time and from time to
time purchase outstanding trust preferred securities by tender, in the open
market or by private agreement.
Payment of the redemption price on the trust preferred securities will be
made to the record holders as they appear on the register for the trust
preferred securities. The record date will be the fifteenth day (whether or not
a business day) prior to the redemption date or liquidation date, as applicable
unless otherwise specified in the applicable prospectus supplement.
If less than all of the trust preferred securities issued by a TECO Trust
are to be redeemed on a redemption date, then the particular trust preferred
securities to be redeemed shall be selected on a pro rata basis not more than 60
days prior to the redemption date by the property trustee from the outstanding
trust preferred securities not previously called for redemption. The property
trustee shall promptly notify the trust registrar in writing of the trust
preferred securities selected for redemption and, in the case of any trust
preferred securities selected for partial redemption, the liquidation amount to
be redeemed. For all purposes of each trust agreement, unless the context
otherwise requires, all provisions relating to the redemption of trust preferred
securities shall relate, in the case of any trust preferred securities redeemed
or to be redeemed only in part, to the portion of the aggregate liquidation
amount of trust preferred securities which has been or is to be redeemed.
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<PAGE> 30
WITHDRAWAL OF THE COMPANY PREFERRED SECURITIES
Any beneficial owner of the trust preferred securities may withdraw all,
but not less than all, of the company preferred securities represented by such
trust preferred securities by providing a written notice to the property
trustee, with evidence of beneficial ownership in form satisfactory to the
property trustee, and providing to the TECO Limited Liability Company such
documents or information as such TECO Limited Liability Company may request for
tax reporting purposes. The holder's notice will also be deemed to be such
beneficial owner's agreement to be subject to the terms of the TECO Limited
Liability Company's limited liability company agreement applicable to the rights
of the holders of the company preferred securities.
Within a reasonable period after such a request has been properly made, the
property trustee must instruct the depositary to reduce the trust preferred
securities represented by the global certificate held by the depositary by the
corresponding amount of the company preferred securities to be so withdrawn by
the withdrawing owner. The TECO Limited Liability Company will issue to the
withdrawing owner a certificate representing the amount of the company preferred
securities withdrawn, and the property trustee will reduce the amount of the
company preferred securities represented by the global certificate held by the
trust accordingly. The company preferred securities initially will be issued
only in certificated fully-registered form. If the related TECO Trust is
dissolved, the company preferred securities will be issued in the form of one or
more global securities that will be registered in the name of the depositary for
the global securities or a nominee of the depositary. The global securities will
be delivered by the limited liability company to the depositary for credit to
the accounts of the holders of beneficial interests in the company preferred
securities. Under U.S. tax reporting rules, holders of company preferred
securities will thereafter receive an annual Form K-1 instead of the Form 1099
that holders of trust preferred securities will receive.
Any holder of company preferred securities may redeposit withdrawn company
preferred securities by delivering to the property trustee the certificates for
the company preferred securities to be deposited, which are (i) if required by
the property trustee, properly endorsed or accompanied by a properly executed
instrument of transfer or endorsement in form satisfactory to the property
trustee and in compliance with the terms of the TECO Limited Liability Company's
limited liability company agreement and (ii) accompanied by all such
certifications as may be required by the property trustee in its sole discretion
and in accordance with the provisions of the amended and restated trust
agreement. Within a reasonable period after such deposit is properly made, the
property trustee will instruct the depositary to increase the amount of the
trust preferred securities represented by the global certificate held by the
depositary accordingly.
VOTING RIGHTS; AMENDMENT OF EACH TRUST AGREEMENT
If at any time, the holders of the company preferred securities are
entitled to vote under the TECO Limited Liability Company's limited liability
company agreement, the property trustee will:
- notify the holders of trust preferred securities of such right;
- request specific direction from each holder of trust preferred securities
as to the vote with respect to the company preferred securities
represented by such trust preferred securities; and
- vote the relevant company preferred securities only in accordance with
such specific directions.
Upon receiving notice of any meeting at which the holders of company preferred
securities are entitled to vote, the property trustee will, as soon as
practicable, mail to the holders of trust preferred securities a notice. The
TECO Limited Liability Company will provide the form of notice to the trustee to
be forwarded to the holders of trust preferred securities. The notice will
contain:
- all the information that is contained in the notice announcing the
meeting of the company preferred securities;
- a statement that the holders of trust preferred securities will be
entitled, subject to any applicable provision of law, to direct the
property trustee specifically as to the exercise of the voting rights
pertaining to the number of the company preferred securities represented
by their respective trust preferred securities; and
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<PAGE> 31
- a brief description of the manner in which the holders may give such
specific directions.
If the property trustee receives a written direction from a holder of trust
preferred securities, the property trustee will vote, or cause to be voted, the
amount of the company preferred securities represented by such trust preferred
securities in accordance with the instructions set forth in the direction. If
the property trustee does not receive specific instructions from the holder of
any trust preferred securities, the property trustee will abstain from voting
the company preferred securities represented by those trust preferred
securities.
The applicable TECO Limited Liability Company and the property trustee may
amend each trust agreement from time to time, without the consent of the holders
of the trust preferred securities:
- to cure any ambiguity, correct or supplement any provisions in the trust
agreement that may be inconsistent with any other provision, or to
address matters or questions arising under the trust agreement in a way
which is consistent with the agreement's other provisions; or
- to modify, eliminate or add to any provisions of the trust agreement if
necessary to ensure that the TECO Trust will be classified for United
States federal income tax purposes as a grantor trust or to ensure that
the TECO Trust will not be required to register as an "investment
company" under the Investment Company Act.
However, in the case of the first clause, the action must not adversely affect
in any material respect the interests of any holder of trust preferred
securities. Any amendment becomes effective when the property trustee gives
notice of the amendment to the holders of the trust securities.
The TECO Limited Liability Company and the property trustee may amend each
trust agreement:
- with the consent of holders representing not less than a majority (based
upon liquidation amounts) of the outstanding trust preferred securities;
and
- upon receipt by the property trustee of an opinion of counsel experienced
in such matters to the effect that the amendment or the exercise of any
power granted to the property trustee in accordance with the amendment
will not affect the TECO Trust's status as a grantor trust for United
States federal income tax purposes or require the TECO Trust to be
registered as an "investment company" under the Investment Company Act.
However, without the consent of each holder of trust securities, no amendment
may:
- change the amount or timing of any distribution on the trust preferred
securities or otherwise adversely affect the amount of any distribution
required to be made in respect of the trust preferred securities as of a
specified date; or
- restrict the right of a holder of trust preferred securities to sue for
the enforcement of any distribution payment.
Any required approval of holders of trust preferred securities may be given
either at a meeting of holders of trust preferred securities or by written
consent. The property trustee must notify record holders of trust preferred
securities of any meeting in the manner described in each trust agreement.
No vote or consent of the holders of trust preferred securities will be
required for a TECO Trust to redeem and cancel its trust preferred securities in
accordance with the applicable trust agreement.
Whenever holders of trust preferred securities are entitled to vote or
consent under any of the circumstances described above, neither we nor the
issuer trustees will be permitted to vote. For purposes of any vote or consent,
any of the trust preferred securities that we own (or that are owned by the
issuer trustees or our affiliates) will be treated as if they were not
outstanding.
TERMINATION OF TRUST AGREEMENT
The trust agreement will terminate upon the earliest to occur of the
redemption of all of the trust preferred securities, the delivery of a final
distribution in respect of the company preferred securities to the
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holders of trust preferred securities, withdrawal of all the company preferred
securities from the TECO Limited Liability Company or the entry of an order for
dissolution of the TECO Trust by a court of competent jurisdiction or as
described in the following paragraph.
In case of either a Tax Event as to a TECO Trust or an Investment Company
Event as to a TECO Trust, as each is defined under "DESCRIPTION OF JUNIOR
SUBORDINATED NOTES -- Redemption," the related TECO Limited Liability Company
may instruct the property trustee to distribute the company preferred securities
on a pro rata basis to the holders of trust preferred securities, which
distribution will permit dissolution of the Trust.
REMOVAL OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE
Unless an event of default with respect to the junior subordinated notes
has occurred, the TECO Limited Liability Company may remove the property trustee
or the Delaware trustee at any time. Upon an event of default with respect to
the junior subordinated notes, the holders of a majority in aggregate
liquidation amount of the trust preferred securities may remove the property
trustee or the Delaware trustee. No resignation or removal of an issuer trustee
and no appointment of a successor trustee will be effective until the successor
trustee accepts its appointment in accordance with the provisions of the
applicable trust agreement.
CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE
For the purpose of meeting the legal requirements of the Trust Indenture
Act or of any jurisdiction in which any part of the trust property may at the
time be located, the TECO Limited Liability Company shall have power to appoint
one or more persons either to act as a co-trustee, jointly with the property
trustee, of all or any part of the trust property, or to act as separate trustee
of any such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such person or persons in such
capacity any property, title, right or power deemed necessary or desirable,
subject to the provisions of the applicable trust agreement.
PAYMENT AND PAYING AGENCY
The depositary for the trust preferred securities will make payments in
respect of the trust preferred securities by crediting the relevant accounts at
the depositary on the applicable distribution dates. If any of a TECO Trust's
trust preferred securities are not held by the depositary, then the paying agent
will mail checks to registered holders of those trust preferred securities to
the addresses appearing on its register. Unless otherwise specified in the
applicable prospectus supplement, the paying agent will initially be the
property trustee and any co-paying agent chosen by the property trustee and
acceptable to the TECO Limited Liability Company. The paying agent can resign
upon 30 days' written notice to the property trustee and to the TECO Limited
Liability Company. If the property trustee resigns as paying agent, the TECO
Limited Liability Company will appoint a bank or trust company acceptable to it
to act as paying agent.
REGISTRAR AND TRANSFER AGENT
Unless otherwise specified in the applicable prospectus supplement, the
property trustee will act as registrar and transfer agent for the trust
preferred securities.
Each TECO Trust will register transfers of trust preferred securities
without charge, but will require payment of any tax or other governmental
charges imposed in connection with any transfer or exchange. The TECO Trusts
will not register transfers of trust preferred securities that are called for
redemption.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The property trustee undertakes to perform only the duties specifically
provided for in the trust agreement. The property trustee has no obligation to
exercise any of its powers under the trust agreement at the request of any
holder of trust preferred securities unless it is offered indemnity satisfactory
to it against the costs, expenses and liabilities that it might incur by doing
so. If the property trustee is required to decide
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between alternative courses of action, construe ambiguous provisions in the
trust agreement or is unsure of the application of any provision of the trust
agreement, then the property trustee may request instructions as to the action
to be taken from the TECO Limited Liability Company unless the matter is one on
which holders of trust preferred securities are entitled to vote. If the TECO
Limited Liability Company does not provide any directions, the property trustee
will take whatever action it deems advisable and in the best interests of the
holders of the trust preferred securities. The property trustee will have no
liability except for its own bad faith, gross negligence or willful misconduct.
MISCELLANEOUS
Holders of the trust preferred securities have no preemptive or similar
rights.
No TECO Trust may borrow money or issue debt or mortgage or pledge any of
its assets.
DESCRIPTION OF THE COMPANY PREFERRED SECURITIES
The following describes the general terms and provisions of the company
preferred securities to which any prospectus supplement may relate. The
particular terms of the company preferred securities offered by any TECO Limited
Liability Company and the extent to which any of these general provisions do not
apply to its company preferred securities will be described in the prospectus
supplement relating to that TECO Limited Liability Company and its company
preferred securities.
Under the terms of the limited liability company agreement for each TECO
Limited Liability Company, the board of directors is authorized to issue the
company preferred securities and the common securities on behalf of the TECO
Limited Liability Company. The company preferred securities are preferred
limited liability company interests in the TECO Limited Liability Company, the
terms of which are set forth in the limited liability company agreement. The
company preferred securities will have preferential rights relative to the
common securities to payments in respect of distributions and payments upon
redemption, liquidation or otherwise. Any payments in respect of distributions
or in respect of redemption, liquidation or otherwise shall be made to the
holders of company preferred securities prior to any payments being made to the
holders of common securities. Holders of company preferred securities shall
share ratably in any such payments. After payment of the full amount to which
the holders of the company preferred securities are entitled, the holders of the
common securities shall share ratably in any amount left available for payment.
Holders of company preferred securities will also have other benefits as
described in the corresponding limited liability company agreement.
We have summarized selected provisions of the company preferred securities
and each limited liability company agreement below. This summary is not
complete. The form of limited liability company agreement has been filed as an
exhibit to the registration statement of which this prospectus forms a part. You
should read the form of limited liability company agreement for provisions that
may be important to you. You should also consider applicable provisions of the
Trust Indenture Act and the Delaware Limited Liability Company Act. Each TECO
Limited Liability Company is a legally separate entity, and the assets of one
are not available to satisfy the obligations of the other.
GENERAL
Legal title to the junior subordinated notes will be held by the limited
liability company. Each guarantee agreement we execute for the benefit of the
holders of company preferred securities will be a guarantee on a junior
subordinated basis with respect to the related company preferred securities. See
"DESCRIPTION OF THE GUARANTEES" below. A TECO Limited Liability Company is
required to pass on all payments it receives on the junior subordinated notes
through to the holders of the company preferred securities and common securities
on a pro-rata basis subject to the preference of the company preferred
securities. If the TECO Limited Liability Company fails to make a payment on its
company preferred securities after having received payment on the junior
subordinated notes held by it, holders of the company preferred securities may
enforce their rights under the TECO Energy junior subordinated guarantee
agreement.
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DISTRIBUTIONS
Distributions on the company preferred securities will be cumulative. They
will accumulate from the date of original issuance and will be payable on the
dates specified in the applicable prospectus supplement. Except as specified in
the applicable prospectus supplement, in the event that a date on which
distributions are payable on the company preferred securities is not a business
day, payment of the distribution will be made on the next succeeding business
day (without any interest or other payment in respect to the delay), with the
same force and effect as if made on the originally specified date. However, if
the next business day is in the next calendar year, payment of distributions
will be made on the preceding business day. Each date on which distributions are
payable is referred to in this prospectus as a distribution date.
The distributions on each company preferred security will be payable at a
rate specified in the prospectus supplement for that company preferred security.
The amount of distributions payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months unless otherwise specified in the
applicable prospectus supplement. Distributions on company preferred securities
as used in this prospectus includes any additional distributions on accumulated
unpaid distributions, compounded quarterly or semi-annually at the rate per year
specified in the applicable prospectus supplement, unless otherwise stated.
The revenue of each TECO Limited Liability Company available for
distribution to holders of its company preferred securities will be limited to
payments under the junior subordinated notes it owns. Each TECO Limited
Liability Company will invest the proceeds from the issuance and sale of its
securities in the junior subordinated notes. It will have no other assets. See
"DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES." If we do not make interest
payments on the junior subordinated notes, the limited liability company will
not have funds available to pay distributions on the related company preferred
securities.
Distributions on the company preferred securities will be payable to the
holders as they appear on the register of the TECO Limited Liability Company on
the record date, which will be the fifteenth day (whether or not a business day)
prior to the relevant distribution date, unless otherwise specified in the
applicable prospectus supplement. Subject to any applicable laws and regulations
and to the provisions of the applicable limited liability company agreement,
each distribution payment will be made directly to the property trustee under
the related trust agreement or to a holder of trust preferred securities who has
exchanged such securities for company preferred securities.
PAYMENT OF EXPENSES
Under the junior subordinated note indenture and the limited liability
company agreement, we will agree to pay all debts and obligations (other than
distributions on the limited liability company securities) and all costs and
expenses of the TECO Limited Liability Companies receiving the junior
subordinated notes and to pay any and all taxes, duties, assessments or other
governmental charges (other than United States withholding taxes) imposed by the
United States or any other taxing authority. This includes, but is not limited
to, all costs and expenses relating to the organization of the TECO Limited
Liability Companies, the fees and expenses of the board of directors and
officers, if any, and all costs and expenses relating to the operation of the
TECO Limited Liability Companies. As a result, the net amounts received and
retained by a TECO Limited Liability Company after paying these fees, expenses,
debts and obligations will be equal to the amounts the TECO Limited Liability
Company would have received and retained had no fees, expenses, debts and
obligations been incurred by or imposed on it. Our promise to pay these
obligations is for the benefit of, and shall be enforceable by, any creditor to
whom the fees, expenses, debts and obligations are owed, whether or not the
creditor has received notice of the promise. Any creditor may enforce these
obligations directly against us. We have agreed to irrevocably waive any right
or remedy that would otherwise require that any creditor take any action against
the TECO Limited Liability Company or any other person before proceeding against
us. We will execute any additional agreements as may be necessary to give full
effect to these promises.
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REDEMPTION OR EXCHANGE
If we repay or redeem, in whole or in part, any junior subordinated notes
that have been issued to a TECO Limited Liability Company, whether at maturity
or earlier, the proceeds from the repayment or redemption will be applied to
redeem a like amount of the limited liability company's securities, subject to
the preferential rights of the company preferred securities. The limited
liability company must give 30 to 60 days' notice, and the redemption price will
equal the sum of:
- the aggregate liquidation amount of the limited liability company
securities being redeemed; plus
- accumulated but unpaid distributions on the redeemed limited liability
company securities to the date of redemption; plus
- the related amount of the premium, if any, that we pay upon the
concurrent redemption of junior subordinated notes.
See "DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES -- Redemption."
If we are repaying or redeeming less than all of any series of junior
subordinated notes on a redemption date, then the proceeds from that repayment
or redemption will be allocated to redeem the related company preferred
securities pro rata based upon their respective liquidation preferences. The
amount of premium, if any, that we pay to redeem all or any part of any series
of any junior subordinated notes will also be allocated to the redemption pro
rata of the related limited liability company securities, subject to the
preferential rights of the company preferred securities.
We will have the right to redeem any series of junior subordinated notes:
- subject to the conditions described under "DESCRIPTION OF THE JUNIOR
SUBORDINATED NOTES -- Redemption"; or
- as may be otherwise specified in the applicable prospectus supplement.
We have the right to dissolve a TECO Limited Liability Company at any time
and, after satisfaction of any liabilities to creditors of the TECO Limited
Liability Company as provided by applicable law, to cause the junior
subordinated notes owned by the TECO Limited Liability Company to be distributed
to the TECO Trust or the holders of the company preferred securities.
If provided in the applicable prospectus supplement, we will have the right
to extend or shorten the maturity of any series of junior subordinated notes at
the time that we elect to dissolve the related TECO Limited Liability Company
and cause the junior subordinated notes to be distributed to the holders of the
related company preferred securities and common securities in liquidation of the
TECO Limited Liability Company. However, we can extend the maturity only if the
conditions specified in the applicable prospectus supplement are met at the time
the election is made and at the time of the extension.
After the liquidation date fixed for any distribution of junior
subordinated notes to the holders of any series of company preferred securities:
- that series of company preferred securities will no longer be deemed to
be outstanding; and
- the limited liability company will receive a registered global
certificate or certificates representing the junior subordinated notes to
be delivered in the distribution.
REDEMPTION AND EXCHANGE PROCEDURES
Any company preferred securities that are redeemed will receive the
redemption price from the simultaneous redemption of the junior subordinated
notes. Redemptions of the company preferred securities will be made and the
redemption price will be payable on each redemption date only to the extent that
the related TECO Limited Liability Company has funds on hand available to pay
that redemption price. See "Subordination of Common Securities."
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If a TECO Limited Liability Company gives notice of the redemption of its
company preferred securities, then, by 12:00 noon, New York City time on the
redemption date, to the extent funds are available, the limited liability
company will deposit irrevocably with the property trustee under the related
trust agreement funds sufficient to pay the redemption price with respect to the
company preferred securities. If the company preferred securities are no longer
in book-entry form, the TECO Limited Liability Company, to the extent funds are
available, will irrevocably deposit with the paying agent for the company
preferred securities funds sufficient to pay the redemption price and will give
the paying agent irrevocable instructions and authority to pay the redemption
price to the holders upon surrender of their certificates evidencing the company
preferred securities.
Nevertheless, distributions payable on or prior to the redemption date for
company preferred securities called for redemption shall be payable to the
holders of those company preferred securities on the relevant record dates for
the related distribution dates. If notice of redemption has been given and funds
paid as required, then on the date that the funds are paid, all rights of the
holders of the company preferred securities called for redemption will cease,
except their right to receive the redemption price, without interest and the
company preferred securities will no longer be deemed outstanding.
Except as specified in the applicable prospectus supplement, if a date
fixed for redemption of company preferred securities is not a business day, then
payment of the redemption price will be made on the next business day (and
without any interest or other payment for that delay). However, if that next
business day falls in the next calendar year, the redemption price will be
payable on the preceding business day. If payment of the redemption price for
company preferred securities called for redemption is improperly withheld or
refused and not paid by the TECO Limited Liability Company then:
- distributions on those company preferred securities will continue to
accrue at the then applicable rate, from the redemption date originally
established by the TECO Limited Liability Company to the date on which
the redemption price is actually paid; and
- in calculating the redemption price, the actual payment date will be
treated as the date fixed for redemption.
Payment of the redemption price on the company preferred securities and any
distribution of junior subordinated notes to holders of company preferred
securities will be made to the record holders as they appear on the register for
the company preferred securities. The record date will be the fifteenth day
(whether or not a business day) prior to the redemption date or liquidation
date, as applicable, unless otherwise specified in the applicable prospectus
supplement.
If less than all of the company preferred securities and common securities
issued by a TECO Limited Liability Company are to be redeemed on a redemption
date, then the company preferred securities shall be redeemed prior to any
redemption of the common securities. The particular company preferred securities
to be redeemed shall be selected on a pro rata basis not more than 60 days prior
to the redemption date by the board of directors from the outstanding company
preferred securities not previously called for redemption. The limited liability
company shall promptly notify the property trustee under the related trust
agreement in writing of the company preferred securities selected for redemption
and, in the case of any company preferred securities selected for partial
redemption, the liquidation amount to be redeemed. For all purposes of each
limited liability company agreement, unless the context otherwise requires, all
provisions relating to the redemption of company preferred securities shall
relate, in the case of any company preferred securities redeemed or to be
redeemed only in part, to the portion of the aggregate liquidation amount of
company preferred securities which has been or is to be redeemed.
Notice of any redemption will be mailed within 30 to 60 days before the
redemption date to each holder of limited liability company securities to be
redeemed at the holder's registered address. Unless we default in payment of the
redemption price on the junior subordinated notes, on and after the redemption
date interest ceases to accrue on the junior subordinated notes or portions of
those junior subordinated notes (and distributions cease to accrue on the
related company preferred securities or portions of those securities) called for
redemption.
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SUBORDINATION OF COMMON SECURITIES
Payment of distributions on, and the redemption price of, each TECO Limited
Liability Company's company preferred securities and common securities, as
applicable, generally shall be made pro rata based on the liquidation amount of
the company preferred securities and of the common securities, subject to the
preferential rights of the company preferred securities.
Neither we nor the TECO Limited Liability Company will pay any distribution
on, or redemption price of, any of the TECO Limited Liability Company's common
securities, and neither we nor the TECO Limited Liability Company will make any
other payment relating to the redemption, liquidation or other acquisition of
those common securities, unless
- all accumulated and unpaid distributions on all of the TECO Limited
Liability Company's outstanding company preferred securities are paid in
cash for distribution periods ending on or before any payment on the
common securities, and
- in the case of a payment of the redemption price, the full amount of the
redemption price on all of the TECO Limited Liability Company's
outstanding company preferred securities then called for redemption has
been paid or provided for; and
- all funds available to the TECO Limited Liability Company shall be
applied first to the payment in full in cash of all distributions on, or
redemption price of, the TECO Limited Liability Company's company
preferred securities then due and payable.
In the case of any event of default relating to any junior subordinated
notes, we (as the holder of the TECO Limited Liability Company's common
securities) will be deemed to have waived any right to act with respect to the
event of default until the effect of all events of default with respect to the
company preferred securities has been cured, waived or otherwise eliminated.
Until any events of default relating to any junior subordinated notes with
respect to the company preferred securities have been cured, waived or otherwise
eliminated, a holder of any company preferred security or trust preferred
security, as the holder of a beneficial interest in the corresponding company
preferred security, may institute a legal proceeding directly against us to
enforce rights to payment of distributions and amounts in redemption or
liquidation, and the board of directors must act solely on behalf of the holders
of the company preferred securities and not on our behalf as holder of the TECO
Limited Liability Company's common securities. Likewise, only the holders of
those company preferred securities will have the right to direct the board of
directors to act on their behalf.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
Under each limited liability company agreement, each TECO Limited Liability
Company will automatically dissolve when its term expires. Also, it will
dissolve on the first to occur of:
- the liquidation of TECO Energy;
- our written direction, as holder of the common securities, to the board
of directors to dissolve the TECO Limited Liability Company and
distribute the junior subordinated notes to the holders of the company
preferred securities in exchange for the company preferred securities
(which direction is optional and wholly within our discretion);
- the redemption of all of the TECO Limited Liability Company's limited
liability company securities;
- specified events relating to the bankruptcy or insolvency of the TECO
Limited Liability Company; and
- the entry of a decree of judicial dissolution under the Delaware Limited
Liability Company Act.
If an early dissolution occurs in any manner except by the redemption of
all of the limited liability company securities, then the TECO Limited Liability
Company will be liquidated by the board of directors as expeditiously as they
determine possible. The board of directors will distribute (after satisfying any
liabilities to the TECO Limited Liability Companies' creditors as provided by
applicable law) to the holders of the limited liability company securities a
like amount of the junior subordinated notes. However, if that
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distribution is determined to be impractical by the board of directors, the
holders of the limited liability company securities will be entitled to receive
out of the TECO Limited Liability Company's assets available for distribution to
holders (after any liabilities to the TECO Limited Liability Company's creditors
as provided by applicable law) a liquidation distribution in an amount equal to,
in the case of holders of company preferred securities, the aggregate of the
liquidation amount plus accrued and unpaid distributions to the date of payment.
If the liquidation distribution can be paid only in part because the TECO
Limited Liability Company has insufficient assets available to pay in full the
aggregate liquidation distribution, then the amounts payable directly by the
TECO Limited Liability Company on its company preferred securities will be paid
on a pro rata basis.
As the holder of the TECO Limited Liability Company's common securities, we
will be entitled to receive distributions upon any liquidation pro rata with the
holders of its company preferred securities, subject to the preferential rights
of the company preferred securities.
VOTING RIGHTS; AMENDMENT OF EACH LIMITED LIABILITY COMPANY AGREEMENT
All voting rights of holders of the company preferred securities will be
exercised by the holders of the trust preferred securities of the related trust.
Such holders will have only the voting rights described below and under
"DESCRIPTION OF GUARANTEES -- Amendments and Assignment," plus any voting rights
required by law.
We may amend each limited liability company agreement from time to time,
without the consent of the holders of the company preferred securities:
- to cure any ambiguity, correct or supplement any provisions in the
limited liability company agreement that may be inconsistent with any
other provision, or to address matters or questions arising under the
limited liability company agreement in a way which is consistent with the
agreement's other provisions; or
- to modify, eliminate or add to any provisions of the limited liability
company agreement if necessary to ensure that the TECO Limited Liability
Company will be classified for United States federal income tax purposes
as a partnership or to ensure that the TECO Limited Liability Company
will not be required to register as an "investment company" under the
Investment Company Act.
However, in the case of the first clause, the action must not adversely affect
in any material respect the interests of any holder of company preferred
securities. Any amendment becomes effective when we give notice of the amendment
to the holders of the company preferred securities.
We may amend each limited liability company agreement:
- with the consent of holders representing not less than a majority (based
upon liquidation amounts) of the outstanding company preferred
securities; and
- upon receipt of an opinion of counsel experienced in such matters to the
effect that the amendment or the exercise of any power granted in
accordance with the amendment will not affect the TECO Limited Liability
Company's status as a partnership for United States federal income tax
purposes or the TECO Limited Liability Company's exemption from status as
an "investment company" under the Investment Company Act.
However, without the consent of each holder of company preferred securities, no
amendment may:
- change the amount or timing of any distribution on the limited liability
company securities or otherwise adversely affect the amount of any
distribution required to be made in respect of the limited liability
company securities as of a specified date; or
- restrict the right of a holder of company preferred securities to sue for
the enforcement of any distribution payment.
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The limited liability company is required to notify each holder of company
preferred securities whenever it is notified of a default with respect to the
junior subordinated notes.
If an event of default has occurred and is continuing under the junior
subordinated indenture or if TECO Energy is in default on any of its payment or
other obligations under the junior subordinated guarantee, the holders of a
majority of the aggregate liquidation preference of the outstanding company
preferred securities may appoint a special representative of the TECO Limited
Liability Company and the holders of Company preferred securities to enforce the
TECO Limited Liability Company's rights under the junior subordinated notes. If
a special representative has been appointed, the special representative shall
have the exclusive right to enforce, or direct the enforcement of, the TECO
Limited Liability Company's rights under the junior subordinated notes.
No vote or consent of the holders of company preferred securities will be
required for a TECO Limited Liability Company to redeem and cancel its company
preferred securities in accordance with the applicable limited liability company
agreement.
Whenever holders of company preferred securities are entitled to vote or
consent under any of the circumstances described above, we will not be permitted
to vote.
REMOVAL OF DIRECTORS
As the holder of the TECO Limited Liability Company's common securities, we
may remove that limited liability company's directors at any time. In no event
will holders of the company preferred securities have the right to vote to
appoint, remove or replace the directors; that right belongs exclusively to us
as the holder of the common securities.
PAYMENT
The limited liability company will make payments in respect of the company
preferred securities by check or by crediting the account of the property
trustee of the related trust and the other holders of the company preferred
securities on the applicable distribution dates.
REGISTRAR AND TRANSFER AGENT
Unless otherwise specified in the applicable prospectus supplement, the
limited liability company or a third party appointed by the limited liability
company will act as registrar and transfer agent for the company preferred
securities.
Each TECO Limited Liability Company or a third party registrar transfer
agent will register transfers of company preferred securities without charge,
but will require payment of any tax or other governmental charges imposed in
connection with any transfer or exchange. The TECO Limited Liability Companies
will not register transfers of company preferred securities that are called for
redemption.
MISCELLANEOUS
Each TECO Limited Liability Company's board of directors is authorized and
directed to operate the TECO Limited Liability Company in such a way that:
- the TECO Limited Liability Company will not be:
-- deemed to be an "investment company" required to be registered under
the Investment Company Act; or
-- classified as an association taxable as a corporation for United
States federal income tax purposes; and
- the junior subordinated notes will be treated as our indebtedness for
United States federal income tax purposes.
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We and the board of directors are authorized to take any lawful action
(consistent with each TECO Limited Liability Company's certificate of formation
and limited liability company agreement) that we and they deem to be necessary
or desirable for these purposes, as long as the action does not materially and
adversely affect the interests of the holders of the trust preferred securities.
Holders of the company preferred securities have no preemptive or similar
rights.
No TECO Limited Liability Company may borrow money or issue debt or
mortgage or pledge any of its assets.
DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES
The junior subordinated notes will be issued by us in one or more series
under an Indenture dated August 17, 1998 between us and The Bank of New York, as
trustee, as supplemented by a supplemental indenture relating to that series. We
have summarized below the terms applying generally to a series of our junior
subordinated notes. The summary is not complete. The indenture and a general
form of supplemental indenture for a series of junior subordinated notes are
filed as exhibits to the registration statement of which this prospectus is a
part.
The particular supplemental indenture for each series has been or will be
filed or incorporated by reference as an exhibit to the registration statement.
You should read the indenture and the relevant supplemental indenture for
provisions that may be important to you. We will also describe in the applicable
prospectus supplement the particular terms of the junior subordinated notes then
to be issued, including any modifications of or additions to the discussion
below of the general terms of the junior subordinated notes. Therefore, for a
description of the terms of a particular series of junior subordinated notes
relevant to you, you should also review both the prospectus supplement relating
to that series and the description of the junior subordinated notes in this
prospectus before making an investment decision.
GENERAL
The junior subordinated notes will be issued by us to a TECO Limited
Liability Company in one or more series. The governing indenture does not limit
the amount or number of junior subordinated notes or other types of debt
securities that we can issue from time to time under the indenture.
The terms of the junior subordinated notes will correspond to the terms of
a series of company preferred securities issued by the TECO Limited Liability
Company receiving the junior subordinated notes and to the terms of a series of
trust preferred securities issued by a TECO Trust receiving the related company
preferred securities. When a TECO Limited Liability Company issues and sells its
company preferred securities, the limited liability company will use the
proceeds from the sale and from the consideration we pay for the limited
liability company's common securities to purchase the corresponding series of
junior subordinated notes.
Each series of junior subordinated notes will:
- be unsecured;
- be in the principal amount equal to the aggregate stated liquidation
amount of the company preferred securities and the common securities of
the TECO Limited Liability Company that holds such series of junior
subordinated notes; and
- rank equally with all other series of our junior subordinated debt
securities in terms of priority of payment.
The applicable prospectus supplement will describe specific terms of the
junior subordinated notes that correspond to the trust preferred securities
being offered. The terms will include some or all of the following:
- the designation, aggregate principal amount, currency or composite
currency and denominations of the junior subordinated notes;
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- the price at which the junior subordinated notes will be issued and sold
to the TECO Limited Liability Company;
- the maturity date and other dates, if any, on which the principal of the
junior subordinated notes will be payable;
- the interest rate or rates, if any, or method of calculating the interest
rate or rates which the junior subordinated notes will bear;
- the date or dates from which interest will accrue and on which interest
will be payable, and the record dates for the payment of interest;
- the terms of any mandatory or optional redemption of the junior
subordinated notes by us;
- if payments of principal or interest may be made in a currency other than
U.S. Dollars, the manner for determining such payments;
- whether and upon what terms the junior subordinated notes may be defeased
(which means that we would be discharged from our obligations by
depositing sufficient cash or government securities to pay the principal,
interest, any premiums and other sums due to the stated maturity date or
a redemption date of the junior subordinated notes);
- whether any events of default or covenants in addition to or instead of
those found in the indenture or described in this prospectus apply;
- provisions relating to the subordination of the junior subordinated
notes;
- any provisions relating to extending or shortening the date on which the
principal and premium, if any, of the junior subordinated notes of the
series is payable;
- any provisions relating to the deferral of payment of any interest;
- the forms of the related limited liability company agreement with the
TECO Limited Liability Company being issued the junior subordinated
notes, the related trust agreement with the TECO Trust being issued the
company preferred securities and the guarantee agreement;
- the additions or changes, if any, to the indenture with respect to that
series of junior subordinated notes to permit or facilitate the issuance
of that series of the junior subordinated notes to a TECO Limited
Liability Company; and
- any other terms not inconsistent with the provisions of the indenture,
including any covenants or other terms that may be required or advisable
under United States or other applicable laws or regulations, or advisable
in connection with the issuance of the junior subordinated notes.
Unless otherwise specified in the applicable prospectus supplement, we will
covenant, as to each series of the junior subordinated notes:
- to maintain, directly or indirectly, 100% ownership of the common
securities of the TECO Limited Liability Company to which the junior
subordinated notes have been issued (provided that successors which are
permitted under to the indenture may succeed to our ownership of the
common securities); and
- to use our reasonable efforts, consistent with the terms and provisions
of the related limited liability company agreement, to cause that TECO
Limited Liability Company to remain classified as a partnership for
United States federal income tax purposes and to use our reasonable
efforts, consistent with the terms and provisions of the related trust
agreement, to cause that TECO Trust to remain classified as a grantor
trust and not as an association taxable as a corporation for United
States federal income tax purposes.
Additional covenants, relating to payment of the TECO Trusts' and TECO Limited
Liability Companies' expenses, are described above under "DESCRIPTION OF THE
TRUST PREFERRED SECURITIES --
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Payment of Expenses" and "DESCRIPTION OF THE COMPANY PREFERRED SECURITIES --
Payment of Expenses."
OPTION TO EXTEND INTEREST PAYMENT DATE
We will have the right at any time and from time to time during the term of
any series of junior subordinated notes to defer payments of interest for a
specified number of consecutive interest payment, or extension, periods. No
extension period may extend beyond the maturity date of that series of junior
subordinated notes at any time. We may pay at any time all or any portion of the
interest accrued to that point during a deferral period. At the end of the
deferral period or at a redemption date, we will be obligated to pay all
interest accrued and unpaid (together with interest on the unpaid interest to
the extent permitted by applicable law.) United States federal income tax
consequences and special considerations applicable to any junior subordinated
notes for which an extension period has been elected will be described in the
applicable prospectus supplement. During any extension period, or while we are
in default, we will be restricted in our ability to make payments or incur
obligations related to our stock or debt securities ranking equal to or below
the junior subordinated notes.
Before the end of any extension period, we may further extend the interest
payment period. However, the deferral period, together with all prior and
further extensions, cannot exceed 20 consecutive quarters or ten semi-annual
periods or extend beyond the maturity date of the junior subordinated notes.
After the termination of any deferral period and the payment of all amounts due,
we may decide to begin a new deferral period, subject to the same requirements
described above.
If the property trustee is the sole holder of the company preferred
securities, we will give the property trustee and the indenture trustee notice
of our selection of any deferral period one business day prior to the earlier
of:
- the next date distributions on the preferred securities are payable; or
- the date the TECO Trust is required to give notice to the New York Stock
Exchange (or other applicable self-regulatory organization) or to holders
of the trust preferred securities of the record date or the date any
distribution is payable.
If the property trustee is not the sole holder, we will give the holders of the
company preferred securities and the indenture trustee notice of our selection
of any deferral period ten business days prior to the earlier of:
- the next interest payment date; or
- the date we are required to give notice to the New York Stock Exchange
(or other applicable self-regulatory organization) or to holders of the
junior subordinated notes of the record or payment date of any related
interest payment.
REDEMPTION
The junior subordinated notes and the applicable supplemental indenture
will provide the terms under which we can redeem the junior subordinated notes
at our option. They will specify a date prior to which we cannot redeem the
junior subordinated notes, and after which we will have the right to redeem the
junior subordinated notes, in whole or in part, upon 30 to 60 days notice to the
holder of the junior subordinated notes at a redemption price or prices stated
in this prospectus supplement.
If the junior subordinated notes are redeemed only in part, they will be
redeemed pro rata, by lot or other method selected by the trustee. If a partial
redemption would result, however, in the delisting of the TECO Trusts'
corresponding trust preferred securities from the national securities exchange
or other self-regulatory organization on which the securities are listed, or if
the TECO Limited Liability Company's corresponding company preferred securities
are then listed on a national securities exchange or other self-regulatory
organization and such partial redemption would result in the delisting of the
corresponding company preferred securities from such national securities
exchange or self-regulatory organization, we will not be permitted to effect the
partial redemption and may redeem the junior subordinated notes only as a whole.
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Unless otherwise specified in the applicable prospectus supplement and
subject to the provisions of the applicable prospectus supplement, if a Tax
Event (as defined below) or an Investment Company Event (as defined below) in
respect of a TECO Trust or TECO Limited Liability Company occurs and is
continuing, we can redeem the junior subordinated notes, in whole but not in
part, at any time within the next 90 days.
"Tax Event" means that the applicable TECO Trust or TECO Limited Liability
Company has received an opinion of counsel (which may be counsel to us or an
affiliate) experienced in such matters to the effect that, as a result of any
- amendment to, or change (including any announced proposed change) in, the
laws or regulations of the United States, any political subdivision or
taxing authority, or
- official administrative written decision, pronouncement or action or
judicial decision interpreting or applying those laws or regulations,
in each case which amendment or change is effective or which proposed change,
pronouncement, action or decision is announced on or after the date of issuance
of the series of junior subordinated notes, there is more than an insubstantial
risk that:
- the TECO Trust or TECO Limited Liability Company is, or will be within 90
days of the date of the opinion, subject to United States federal income
tax with respect to income received or accrued on the junior subordinated
notes or company preferred securities;
- interest we pay on the junior subordinated notes is not, or will not be
within 90 days of the date of the opinion, deductible, in whole or in
part, for United States federal income tax purposes; or
- the TECO Trust or TECO Limited Liability Company is, or will be within 90
days of the date of the opinion, subject to more than a de minimis amount
of other taxes, duties or other governmental charges.
"Investment Company Event" means that the applicable TECO Trust or TECO
Limited Liability Company will have received an opinion of counsel (which may be
counsel to us or an affiliate) experienced in such matters to the effect that,
as a result of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority on or after the date of
issuance of the series of junior subordinated notes, there is more than an
insubstantial risk that the trust or limited liability company is or will be
considered an "investment company" that is required to be registered under the
Investment Company Act.
RESTRICTIONS ON CERTAIN PAYMENTS
If:
- we have actual knowledge that an event has occurred that (a) with the
giving of notice or the lapse of time, or both, would constitute an event
of default under the indenture with respect to the junior subordinated
notes of that series and (b) we have not taken reasonable steps to cure
the event;
- we are in default with respect to payment of any obligations under the
guarantee relating to related trust preferred securities; or
- we have given notice of our selection of a deferral of interest extension
period as provided under the supplemental indenture with respect to the
junior subordinated notes and have not rescinded the notice, or the
extension period shall be continuing;
then, unless otherwise provided in the applicable prospectus supplement, we will
promise, as to each series of junior subordinated notes issued, that we and our
subsidiaries will not:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of our stock;
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- make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any of our debt securities (including other junior
subordinated notes) that rank equally with or junior in interest to the
junior subordinated notes;
- make any guarantee payments with respect to any of the debt securities of
any of our subsidiaries if the guarantee ranks equally with or junior in
interest to the junior subordinated notes
other than:
- as a result of a reclassification of our capital stock or the exchange or
conversion of one class or series of our capital stock for another class
or series;
- dividends or distributions payable in our common stock;
- redemptions or purchases of any rights pursuant to our shareholder rights
plan, or any successor rights agreement, and the declaration of a
dividend of rights or the issuance of stock under a rights agreement in
the future;
- payments under any guarantee relating to the trust preferred securities
of a TECO Trust;
- purchases of common stock related to the issuance of common stock under
any benefit plans for our or our subsidiaries' directors, officers or
employees;
- obligations under any dividend reinvestment plan or stock purchase plan;
and
- purchases of fractional interests in shares of our stock pursuant to the
conversion or exchange provisions of a security being converted or
exchanged for our stock.
RANKING OF THE JUNIOR SUBORDINATED NOTES
The junior subordinated notes will be subordinate in right of payment to
our senior indebtedness , which, generally speaking, consists of our
indebtedness for borrowed money and indebtedness of others guaranteed by us or
secured by our property, capital lease obligations, debts due under credit
arrangements not including ordinary accounts payable, and similar indebtedness.
The indenture under which we will issue the junior subordinated notes does
not restrict the total amount of debt that we or our subsidiaries may incur or
contain any covenant or other provision that is specifically intended to afford
any holder of the junior subordinated notes or other debt securities special
protection in the event of highly leveraged transactions or any other
transactions resulting in a decline in our ratings or credit quality.
Our default or event of default under any other senior or subordinated
indebtedness would not necessarily constitute an event of default under the
indenture. However, in the event of payment defaults under, or acceleration of,
our senior or subordinated indebtedness, the subordination provisions of the
applicable supplemental indenture will provide that no payments may be made in
respect of the junior subordinated notes until the senior or subordinated
indebtedness has been paid in full or any payment default thereunder has been
cured or waived. Our failure to make required payments on any series of junior
subordinated notes would constitute an event of default.
The junior subordinated notes are obligations exclusively of TECO Energy,
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 junior subordinated notes. Our subsidiaries are separate
and distinct legal entities and have no obligation, contingent or otherwise, to
pay amounts due under the junior subordinated notes 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 junior subordinated notes would be satisfied solely
from our equity interests in our subsidiaries remaining after
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the satisfaction of claims of creditors of the subsidiaries. Thus, the junior
subordinated notes are effectively subordinated to existing and future
liabilities of our subsidiaries to their respective creditors.
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:
- the successor is an individual or organization organized under the laws
of the United States or any state thereof or the District of Columbia or,
upon the effectiveness of the currently proposed amendment to the
indenture, under the laws of a foreign jurisdiction and such successor
consents to the jurisdiction of the courts of the United States or any
state thereof;
- the successor or transferee expressly assumes our obligations under the
indenture; and
- 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.
DENOMINATIONS, REGISTRATION AND TRANSFER OF JUNIOR SUBORDINATED NOTES
The junior subordinated notes will be denominated in U.S. dollars in
registered form without coupons, unless otherwise indicated in the applicable
prospectus supplement and except as otherwise indicated under the heading
"GLOBAL SECURITIES" below.
A holder of registered junior subordinated notes may request registration
of a transfer upon surrender of the junior subordinated note being transferred
at any agency we maintain for that purpose and upon fulfillment of all other
requirements of the agent.
EXCHANGE OF JUNIOR SUBORDINATED NOTES
In the event a person other than the property trustee or the applicable
limited liability company holds any registered junior subordinated notes, those
junior subordinated notes may be exchanged for an equal principal amount of
registered junior subordinated notes of the same series and date of maturity in
the denominations requested by the holders upon surrender of the registered
junior subordinated notes at an agency we maintain for that purpose and upon
fulfillment of all other requirements of the agent.
DEFAULTS AND REMEDIES
Unless the supplemental indenture establishing the series provides for
different events of default, in which event the prospectus supplement will
describe the change, an event of default with respect to a series of junior
subordinated notes will occur if:
- we fail to pay any interest on any note 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 note of that
series when due;
- 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
junior subordinate notes other than that series), and that 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 junior
subordinated notes of that series.
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If an event of default occurs and is continuing on a series of junior
subordinated notes, the trustee by notice to us, or, to the extent permitted by
applicable law, the holders of at least 25% in principal amount of the series by
notice both to us and to the trustee, may declare the principal of and accrued
interest on all the junior subordinated notes of the series to be due and
payable immediately. If, upon an event of default, the trustee or the holders of
not less than 25% in aggregate principal amount of the series fail to declare
the principal of all the junior subordinated notes of that series to be
immediately due and payable, then the holders of 25% in aggregate liquidation
amount of the related trust preferred securities then outstanding shall have the
right to do so by notice to us and to the trustee.
Except as provided in the next sentence, the holders of a majority in
principal amount of a series of junior subordinated notes, by notice to the
trustee, may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing events of
default on the series have been cured or waived except nonpayment of principal
or interest that has become due solely because of the acceleration. However, so
long as any of the related trust preferred securities are still outstanding,
then the holders of a majority in aggregate liquidation amount of those trust
preferred securities shall have the sole right to rescind the acceleration and
its consequences with respect to that series, subject to the same conditions set
forth above.
If an event of default occurs and is continuing on a series, the trustee
may pursue any available remedy to collect principal or interest then due on the
series, to enforce the performance of any provision applicable to the series, or
otherwise to protect the rights of the trustee and holders of the series.
Any holder of the related trust preferred securities of the applicable TECO
Trust shall have the right, upon the occurrence and continuance of an event of
default with respect to the series following our failure to pay timely interest,
principal or premium as described above, to sue us directly. In that lawsuit the
holder of the related trust preferred securities can force us to pay to the
holder the principal of, and premium, if any, and interest on, the junior
subordinated notes having a principal amount equal to the aggregate liquidation
amount of the trust preferred securities held by that holder.
Subject to the provisions of the indenture relating to the duties of the
indenture trustee in case an event of default occurs and is continuing, the
indenture 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 of the junior
subordinated notes, whether it be the property trustee or otherwise, 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
junior subordinated notes 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 junior subordinated notes of that series.
The holder of any junior subordinated note, whether it be the property
trustee or otherwise, 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 that note 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 indenture 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.
The indenture does not have a cross-default provision. Thus, a default by
us on any other debt, including any other series of junior subordinated notes,
would not constitute an event of default under the indenture. A supplemental
indenture may provide for a cross-default provision; in that case the prospectus
supplement will describe the terms of that provision.
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
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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, in the case of a discounted debt security, the amount payable
upon acceleration of the maturity thereof;
- 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.
However, unless stated otherwise in the applicable prospectus supplement:
- we are not permitted to adopt an amendment that adversely affects the
holders of the trust preferred securities in any material respect, and
- no termination of the indenture shall occur,
without the prior consent of the holders of not less than a majority in
aggregate liquidation amount of the trust preferred securities then outstanding
unless and until the principal (and premium, if any) of the junior subordinated
notes of that series and all accrued and unpaid interest thereon have been paid
in full. Furthermore, no amendment can be made to the provisions of the
indenture allowing holders of trust preferred securities to sue directly
following our failure to make timely payments on the junior subordinated notes
as described above without the prior consent of the holder of each trust
preferred security then outstanding unless and until the principal (and premium,
if any) of the junior subordinated notes of the series and all accrued and
unpaid interest thereon have been paid in full.
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 THE JUNIOR SUBORDINATED NOTES
Unless otherwise provided in the applicable prospectus supplement, we may
cause ourself (subject to the terms of the indenture) to be discharged from any
and all obligations with respect to any junior subordinated notes or series of
junior subordinated notes (except for certain obligations to register the
transfer or exchange of the junior subordinated notes, to replace the junior
subordinated notes if stolen, lost or mutilated, to maintain paying agencies and
to hold money for payment in trust) on and after the date that the conditions
provided for in the indenture are satisfied. Those conditions include the
deposit with the trustee, in trust for this purpose, of money and/or U.S.
government obligations, whose scheduled payments of principal and interest, will
provide money in an amount sufficient to pay the principal of and any premium
and interest on
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the junior subordinated notes on the stated maturity date of those payments or
upon redemption, as the case may be, under the terms of the indenture and the
junior subordinated notes.
REGARDING THE TRUSTEE
The Bank of New York will act as trustee and registrar for the junior
subordinated notes issued under the indenture. Unless otherwise indicated in a
prospectus supplement, the trustee will also act as transfer agent and paying
agent with respect to the junior subordinated notes. The Bank of New York
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.
DESCRIPTION OF THE GUARANTEES
When the trust preferred securities and the company preferred securities
are issued, we will execute and deliver a guarantee agreement for the benefit of
the holders of the company preferred securities and, indirectly, the holders of
the trust preferred securities as a result of their beneficial interest in the
company preferred securities. The guarantee agreement will be qualified as an
indenture under the Trust Indenture Act. The Bank of New York will act as
guarantee trustee under each guarantee for the purposes of compliance with the
Trust Indenture Act. It will hold the guarantee for the benefit of the holders
of the corresponding TECO Limited Liability Company's company preferred
securities and, indirectly, the holders of the corresponding TECO Trust's trust
preferred securities.
We have summarized certain provisions of the guarantee below. This summary
is not complete. The form of the guarantee agreement has been filed as an
exhibit to the registration statement of which this prospectus forms a part. You
should read the guarantee agreement for provisions that may be important to you.
Reference in this summary to company preferred securities and trust preferred
securities means the company preferred securities and trust preferred securities
to which a guarantee relates.
GENERAL
We will promise to pay the guarantee payments to the holders of the company
preferred securities, as and when due, regardless of any defense, right of
set-off or counterclaim that the TECO Limited Liability Company may have or
assert, other than the defense of payment. The guarantee payments will rank
equal to the junior subordinated notes and will be junior and subordinated to
our senior debt and subordinated debt. The guarantee payments include the
following, to the extent not paid by or on behalf of the TECO Limited Liability
Company:
- any accumulated and unpaid distributions required to be paid on the
company preferred securities;
- the redemption price for any company preferred securities called for
redemption; and
- upon a voluntary or involuntary dissolution, winding up or liquidation of
a TECO Limited Liability Company (unless the junior subordinated notes
are distributed to the holders of the trust preferred securities), the
greater of:
-- the liquidation distribution payable on the company preferred
securities; and
-- the amount of assets of the TECO Limited Liability Company remaining
available for distribution to holders of company preferred securities.
Our obligation to make a guarantee payment may be satisfied either by our
direct payment of the required amounts to the holders of the company preferred
securities or by causing the TECO Limited Liability Company to pay them.
Each guarantee will be an irrevocable guarantee, on a junior subordinated
basis, of the TECO Limited Liability Company's obligations under the company
preferred securities. However, it will apply only to the extent that the TECO
Limited Liability Company has funds sufficient to make the required payments.
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All of our consolidated operating assets are owned by our subsidiaries, and
most are owned by regulated utilities. Accordingly, our obligations under the
guarantees will be effectively subordinated to all existing and future
liabilities of our subsidiaries and could be affected by regulatory limitations.
See "DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES -- General" and "-- Ranking of
the Junior Subordinated Notes." Except as otherwise provided in the applicable
prospectus supplement, we and our subsidiaries are not limited in the amount of
secured or unsecured debt that we may have outstanding.
Our obligations described in this prospectus and any accompanying
prospectus supplement, through the applicable guarantee agreement, limited
liability company agreement, trust agreement, junior subordinated notes, and
supplemental indenture, taken together, constitute our full, irrevocable and
unconditional guarantee of payments due on the company preferred securities. No
single document standing alone or operating in conjunction with fewer than all
of the other documents constitutes the guarantee. It is only the combined
operation of these documents that has the effect of providing a full,
irrevocable and unconditional guarantee of the TECO Limited Liability Company's
obligations under the company preferred securities. See "THE TECO TRUSTS," "THE
TECO LIMITED LIABILITY COMPANIES," "DESCRIPTION OF THE TRUST PREFERRED
SECURITIES," "DESCRIPTION OF COMPANY PREFERRED SECURITIES," and "DESCRIPTION OF
THE JUNIOR SUBORDINATED NOTES."
STATUS OF THE GUARANTEES
Each guarantee will constitute our unsecured obligation and will rank
subordinate and junior in right of payment to all of our senior debt and
subordinated debt.
Each guarantee will rank equally with all other guarantees we issue
relating to company preferred securities issued by the TECO Limited Liability
Companies. Each guarantee will constitute a guarantee of payment and not of
collection (i.e., the guaranteed party may institute a legal proceeding directly
against us as the guarantor to enforce its rights under the guarantee without
first suing anyone else). Each guarantee will be held for the benefit of the
holders of the company preferred securities. Each guarantee will be discharged
only by payment of the guarantee payments in full (to the extent not paid by the
TECO Limited Liability Company) or by distribution of the junior subordinated
notes to the holders of the company preferred securities. None of the guarantees
places a limitation on the amount of additional senior indebtedness or
subordinated indebtedness that we may incur. We expect from time to time to
incur additional indebtedness constituting senior indebtedness or subordinated
indebtedness.
AMENDMENTS AND ASSIGNMENT
A guarantee may be amended without the prior approval of any holders of the
related company preferred securities if the change does not adversely affect the
rights of those holders in any material respect. Otherwise, an amendment will
require prior approval of holders of a majority of the aggregate liquidation
amount of the related outstanding company preferred securities. The manner of
obtaining the required approval will be as set forth under "DESCRIPTION OF THE
COMPANY PREFERRED SECURITIES -- Voting Rights; Amendment of Each Limited
Liability Company Agreement." All guarantees and agreements contained in each
guarantee agreement will bind our successors, assigns, receivers, trustees and
representatives and will benefit the holders of the company preferred securities
then outstanding.
EVENTS OF DEFAULT
We will be in default under any guarantee agreement if (a) we do not make
required payments or (b) we are notified that we have not performed some other
obligation and have not cured that failure within 90 days.
The holders of a majority in aggregate liquidation amount of the related
company preferred securities have the right to:
- direct the time, method and place of conducting any proceeding for any
remedy available to the guarantee trustee in respect of the guarantee
agreement; or
- direct the exercise of any power conferred upon the guarantee trustee
under the guarantee agreement.
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Holders of a majority in aggregate liquidation amount of the related company
preferred securities also have the right to waive any past event of default and
its consequences.
The guarantee agreement provides that, to the fullest extent permitted by
law, without the need for any other action of any person, including the
guarantee trustee or any other holder of the trust preferred securities or
company preferred securities, each holder of trust preferred securities or
company preferred securities will be entitled to enforce the rights of the
holders of the company preferred securities under the guarantee agreement.
As guarantor, we are required to file annually with the guarantee trustee a
certificate stating whether or not we are in compliance with all the conditions
and covenants applicable to us under the guarantee agreement.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The guarantee trustee promises to perform only the duties that are
specifically set forth in each guarantee agreement, other than during the
occurrence and continuance of a default by us in performance of any guarantee.
After we default and while the default continues, the guarantee trustee must
exercise the same degree of care and skill as a prudent person would exercise or
use in the conduct of his or her own affairs. Subject to this provision, the
guarantee trustee is under no obligation to exercise any of the powers vested in
it by any guarantee agreement at the request of any holder of trust preferred
securities or company preferred securities unless it is offered indemnity
satisfactory to it against the costs, expenses and liabilities that it might
incur by doing so.
TERMINATION OF THE GUARANTEES
Each guarantee will terminate upon full payment of the redemption price of
the related company preferred securities, upon full payment of the amounts
payable upon liquidation of the related TECO Limited Liability Company or upon
distribution of junior subordinated notes to the holders of the company
preferred securities. Each guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of the related company
preferred securities must restore payment of any sums paid under the company
preferred securities or the guarantee.
GOVERNING LAW
Each guarantee agreement will be governed by and construed in accordance
with the laws of the State of New York.
RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, COMPANY
PREFERRED SECURITIES, THE JUNIOR SUBORDINATED NOTES
AND THE GUARANTEES
FULL AND UNCONDITIONAL GUARANTEE
We will irrevocably guarantee payments of distributions and other amounts
due on the company preferred securities (to the extent the applicable TECO
Limited Liability Company has funds available for the payment of the
distributions) as and to the extent described above under "DESCRIPTION OF THE
GUARANTEES." Taken together, our obligations under each series of junior
subordinated notes, the related supplemental indenture, the indenture, the
related limited liability company agreement, the related trust agreement and the
related guarantee agreement provide, in the aggregate, a full, irrevocable and
unconditional guarantee of payments of distributions and other amounts due on
the related company preferred securities. No single document standing alone or
operating in conjunction with fewer than all of the other documents constitutes
the full guarantee. It is only the combined operation of these documents that
has the effect of providing a full, irrevocable and unconditional guarantee of
the TECO Limited Liability Company's obligations under the company preferred
securities.
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If and to the extent that we do not make payments on a series of junior
subordinated notes, the TECO Limited Liability Company will not pay
distributions or other amounts due on the related company preferred securities.
The guarantees do not cover payment of distributions when the related TECO
Limited Liability Company does not have sufficient funds to pay the
distributions. In that event, the remedy for a holder of company preferred
securities is to institute a legal proceeding directly against us to enforce
payment of the distributions to the holder. Our obligations under each guarantee
are subordinate and junior in right of payment to all of our senior indebtedness
and subordinated indebtedness.
SUFFICIENCY OF PAYMENTS
As long as all payments are made when due on each series of junior
subordinated notes, those payments will be sufficient to cover distributions and
other payments due on the related company preferred securities. This is
primarily because:
- the aggregate principal amount of each series of junior subordinated
notes will be equal to the sum of the aggregate stated liquidation amount
of the related company preferred securities and common securities and the
aggregate principal amount of each series of company preferred securities
will be equal to the sum of the aggregate stated liquidation amount of
the related trust preferred securities and;
- the interest rate and interest and other payment dates on each series of
junior subordinated notes will match the distribution rate and
distribution and other payment dates for the related company preferred
securities;
- we have promised to pay any and all costs, expenses and liabilities of
each TECO Trust except the TECO Trust's obligations under its trust
preferred securities;
- we have promised to pay any and all costs, expenses and liabilities of
each TECO Limited Liability Company except the limited liability
company's obligations under its securities;
- each trust agreement provides that the TECO Trust will not engage in any
activity that is not consistent with the limited purposes of the TECO
Trust; and
- each limited liability company agreement provides that the TECO Limited
Liability Company will not engage in any activity that is inconsistent
with the limited purposes of the TECO Limited Liability Company.
We have the right to set-off any payment we are otherwise required to make
under the indenture if and to the extent we have already made, or are
concurrently making, a payment under the related guarantee agreement.
In the event of payment defaults under, or acceleration of, our senior or
subordinated indebtedness, the subordination provisions of the applicable
supplemental indenture will provide that no payments may be made in respect of
the junior subordinated notes until the senior or subordinated indebtedness has
been paid in full or any payment default thereunder has been cured or waived.
ENFORCEMENT RIGHTS OF HOLDERS OF TRUST PREFERRED SECURITIES
A holder of any trust preferred security may institute a legal proceeding
directly against us to enforce its rights under the related guarantee agreement
without first instituting a legal proceeding against the guarantee trustee, the
related TECO Trust, the related TECO Limited Liability Company or anyone else.
RIGHTS UPON DISSOLUTION
Upon any voluntary or involuntary dissolution of any TECO Trust involving
the liquidation of the assets that it holds, the holders of the trust preferred
securities will be entitled to receive the liquidation distribution in cash, out
of assets of the TECO Trust (after satisfaction of creditors of the TECO Trust
as provided by applicable law). If we become subject to any voluntary or
involuntary liquidation or bankruptcy, the property trustee, as holder of the
junior subordinated notes, would be one of our junior subordinated creditors.
The
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property trustee would be subordinated in right of payment to all of our senior
indebtedness and subordinated indebtedness, but it would be entitled to receive
payment in full of principal and interest before our stockholders receive
payments or distributions. We are the guarantor under each guarantee agreement
and under the indenture, and as borrower, have agreed to pay all costs, expenses
and liabilities of each TECO Trust (other than the TECO Trust's obligations to
the holders of its trust preferred securities). Accordingly, in the event of our
liquidation or bankruptcy the positions of a holder of trust preferred
securities and of a holder of junior subordinated notes are expected to be
substantially the same relative to our other creditors and our stockholders.
BOOK-ENTRY ISSUANCE
The trust preferred securities, company preferred securities and
corresponding series of junior subordinated notes may be issued in whole or in
part in the form of one or more global securities that will be deposited with,
or on behalf of, the depositary identified in the prospectus supplement relating
to that series. The depositary will be DTC unless otherwise indicated in the
applicable prospectus supplement. Book-entry securities may be issued only in
fully registered form and in either temporary or permanent form. Unless and
until it is exchanged for the individual securities that it represents, a
book-entry security may not be transferred except as a whole to a nominee of the
depositary or to a successor depositary or any nominee of the successor.
DTC has advised us that it is a limited purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC holds securities that its participants deposit with it. DTC
also facilitates the settlement among participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is owned by a number of its
participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain custodial
relationships with participants, either directly or indirectly. The rules
applicable to DTC and its participants are on file with the SEC.
Purchases of book-entry securities within the DTC system must be made by or
through direct participants, which will receive a credit for the book-entry
securities on DTC's records. The ownership interest of each actual purchaser of
each book-entry security (Beneficial Owner) is in turn to be recorded on the
direct and indirect participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the direct or indirect
participants through which the Beneficial Owners purchased book-entry
securities. Transfers of ownership interests in the book-entry securities are to
be accomplished by entries made on the books of participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in book-entry securities, except in the event that use
of the book-entry system is discontinued. The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a global security.
To facilitate subsequent transfers, all book-entry securities deposited by
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of book-entry securities with DTC and their registration
in the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the book-entry securities; DTC's
records reflect only the identity of the direct participants to whose accounts
such book-entry securities are credited, which may or may not be the Beneficial
Owners. The participants will remain responsible for keeping account of their
holdings on behalf of their customers.
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We expect that conveyance of notices and other communications by DTC to
direct participants, by direct participants to indirect participants, and by
direct participants and indirect participants to Beneficial Owners and the
voting rights of direct participants, indirect participants and Beneficial
Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. as the registered holder of
the book-entry securities.
Although voting with respect to the book-entry securities is limited to the
holders of record of the book-entry securities, in those instances in which a
vote is required, neither DTC nor Cede & Co. will itself consent or vote with
respect to book-entry securities. Under its usual procedures, DTC would mail an
omnibus proxy to the relevant trustee as soon as possible after the record date.
The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those
direct participants to whose accounts such book-entry securities are credited on
the record date (identified in a listing attached to the omnibus proxy).
As long as the book-entry securities are held by DTC or its nominee and DTC
continues to make its same-day funds settlement system available to us, all
payments on the book-entry securities (other than distribution payments on the
trust preferred securities or corresponding junior subordinated debentures) will
be made by us in immediately available funds to DTC. Distribution payments on
the trust preferred securities or the corresponding junior subordinated notes
will be made by the relevant trustee to DTC. We and the TECO Trusts have been
advised that DTC's practice is to credit direct participants' accounts on the
relevant payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive payments
on such payment date. Payments by participants to Beneficial Owners will be
governed by standing instructions and customary practices and will be the
responsibility of such participant and not of DTC, the relevant trustee, the
TECO Trust (as applicable) or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment on book-entry
securities to DTC is our responsibility or the responsibility of the relevant
trustee (as applicable), disbursement of such payments to direct participants is
the responsibility of DTC and disbursements of such payments to the Beneficial
Owners is the responsibility of direct and indirect participants.
Unless otherwise specified in the applicable prospectus supplement, if a
depositary for a series of trust preferred securities is at any time unwilling,
unable or ineligible to continue as depositary and we do not appoint a successor
depositary within 90 days, we will issue individual trust preferred securities
of such series in exchange for the global security representing that series of
trust preferred securities. In addition, we may at any time and in our sole
discretion, subject to any limitations described in the prospectus supplement
relating to the trust preferred securities, determine not to have any trust
preferred securities of a series represented by one or more global securities
and, in that event, will issue individual trust preferred securities of that
series in exchange for the global security or securities representing that
series of trust preferred securities. Further, if we so specify with respect to
trust preferred securities of a series, an owner of a beneficial interest in a
global security representing trust preferred securities of that series may, on
terms acceptable to us, the property trustee and the depositary for such global
security, receive individual trust preferred securities of that series in
exchange for that owner's beneficial interests, subject to any limitations
described in the prospectus relating to those trust preferred securities. In
that instance, a Beneficial Owner in the global security will be entitled to
physical delivery of individual trust preferred securities of the series
represented by the global security equal in liquidation amount to such
beneficial interest and to have such trust preferred securities registered in
its name. Individual trust preferred securities of the series so issued will be
issued in the denominations described in the related prospectus supplement.
DTC may discontinue at any time providing its services as securities
depositary with respect to any junior subordinated notes it may then serve as
depositary for by giving reasonable notice to us or the indenture trustee. Under
those circumstances, if we do not appoint a successor depositary within 90 days,
we will issue individual definitive notes in exchange for all the global
securities representing the notes. In addition, we may at any time and in our
sole discretion determine not to have the notes represented by global securities
and, in that event, will issue individual definitive notes in exchange for all
the global securities representing the notes. Unless otherwise specified in the
prospectus supplement, individual definitive notes so issued will be issued in
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denominations of $25 and any larger amount that is an integral multiple of $25
and registered in such names as DTC shall direct.
If the TECO Trust issues certificated trust preferred securities, they will
be registered in the name of the security holder. The trust preferred securities
may be transferred or exchanged, based on administrative procedures in the trust
agreement, without the payment of any service charge (other than any tax or
other governmental charge) by contacting the registrar and transfer agent, The
Bank of New York, 101 Barclay Street, New York, New York 10286.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we and the TECO Trusts believe to be
accurate, but we and the TECO Trusts assume no responsibility for the accuracy
thereof. Neither we nor the TECO Trusts have any responsibility for the
performance by DTC or its participants of their respective obligations as
described herein or under the rules and procedures governing their respective
operations.
USE OF PROCEEDS
Each TECO Trust will use all of the proceeds it receives from the sale of
its trust preferred securities to purchase from a TECO Limited Liability Company
the corresponding company preferred securities. Each TECO Limited Liability
Company will use all of the proceeds it receives from the sale of its company
preferred securities and common securities to purchase from us the corresponding
junior subordinated notes. Except as otherwise described in the applicable
prospectus supplement, we intend to use the proceeds from our sale of the junior
subordinated notes to a TECO Limited Liability Company for general corporate
purposes, which may include investment in subsidiaries, working capital, capital
expenditures, repayment of debt and other business opportunities.
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PLAN OF DISTRIBUTION
At our direction, a TECO Trust may sell the trust preferred securities in
any one or more of the following ways from time to time: (a) to or through
underwriters or dealers; (b) directly to one or more purchasers; or (c) through
agents. The applicable prospectus supplement will set forth with respect to the
securities being offered the terms of the offering, including the name or names
of any underwriters, the purchase price of the securities and the proceeds to
the TECO Trust from such sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering price, any
discounts or concessions allowed or reallowed or paid to dealers, and any
securities exchange on which the securities may be listed. Only underwriters so
named in the applicable prospectus supplement are deemed to be underwriters in
connection with the securities being offered.
If underwriters are used in the sale, the securities will be acquired by
the underwriters for their own account and may be resold 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. The
obligations of the underwriters to purchase those securities will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all the securities of the series offered by us and/or the applicable TECO Trust
and described in the applicable prospectus supplement if any of those securities
are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
Securities may also be sold directly by a TECO Trust at our direction or
through agents designated by us from time to time. Any agent involved in the
offering and sale of the securities in respect of which this prospectus is
delivered will be named, and any commissions payable by us and/or a TECO Trust
to such agent will be set forth in the applicable prospectus supplement. Unless
otherwise indicated in the prospectus supplement, the agent will be acting on a
best efforts basis for the period of its appointment.
If so indicated in the applicable prospectus supplement, we and/or a TECO
Trust will authorize agents, underwriters or dealers to solicit offers by
certain institutional investors to purchase securities providing for payment and
delivery on a future date specified in the prospectus supplement. There may be
limitations on the minimum amount which may be purchased by any institutional
investor or on the portion of the aggregate principal amount of the particular
securities which may be sold pursuant to those arrangements. Institutional
investors to which those offers may be made, when authorized, include commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and such other institutions as may be
approved by us and/or a TECO Trust. The obligations of any of those purchasers
under such delayed delivery and payment arrangements will not be subject to any
conditions except (a) the purchase by an institution of the particular
securities shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject, and (b)
if the particular securities are being sold to underwriters, a TECO Trust shall
have sold to those underwriters all of those securities other than the
securities covered by those arrangements. Underwriters will not have any
responsibility in respect of the validity of those arrangements or the
performance by us or those institutional investors under those arrangements.
If any underwriter or any selling group member intends to engage in
stabilizing, syndicate short covering transactions, penalty bids or any other
transaction in connection with the offering of securities that may stabilize,
maintain, or otherwise affect the price of those securities, that intention and
a description of those transactions will be described in the applicable
prospectus supplement.
Agents and underwriters may be entitled under agreements entered into with
us and/or the applicable TECO Trust and TECO Limited Liability Company to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, or to contribution with respect to payments
which the agents or underwriters may be required to make in respect thereof.
Agents and underwriters may engage in transactions with, or perform services
for, us and our subsidiaries in the ordinary course of business.
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LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplements,
certain legal matters in connection with the securities will be passed upon (a)
for us by Palmer & Dodge LLP, Boston, Massachusetts, (b) for the TECO Trusts
(with respect to the validity of the trust preferred securities under Delaware
law) by Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware
counsel to us and the TECO Trusts, (c) for the TECO Limited Liability Companies
(with respect to the validity of the company preferred securities under Delaware
law) by Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware
counsel to us and the TECO Limited Liability Companies, and (d) for any
underwriters by Ropes & Gray, Boston, Massachusetts.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of TECO Energy 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.
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 and the TECO Trusts and TECO Limited Liability Companies filed a
registration statement on Form S-3 with the SEC covering the junior subordinated
notes, company preferred securities and trust preferred securities. For further
information on us, the TECO Trusts, the junior subordinated notes, the limited
liability companies' securities and the trusts' securities, you should refer to
the registration statement and its exhibits. This prospectus discusses material
provisions of the indenture under which the junior subordinated notes will be
issued. 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 documents listed below 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 securities discussed are registered in the
above mentioned registration statement 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, June 30, 2000 and September 30, 2000; and
- our Current Reports on Form 8-K dated February 16, 2000, February 29,
2000, July 20, 2000, September 20, 2000, September 25, 2000, October 30,
2000, November 14, 2000 and November 16, 2000.
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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 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.
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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 securities will be borne by
the registrant and are estimated as follows:
<TABLE>
<S> <C>
SEC registration fee........................................ $ 264,000
Rating agency fees.......................................... $ 450,000
Trustee's fees and expenses................................. $ 20,000
Accountant's fees and expenses.............................. $ 100,000
Legal fees and expenses..................................... $ 300,000
Printing costs.............................................. $ 280,000
Blue Sky fees and expenses.................................. 15,000
Miscellaneous expenses...................................... $ 50,000
----------
Total............................................. $1,479,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
TECO ENERGY, INC.
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 the corporation, or is or was serving,
at the request of the corporation, as 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 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.
TECO CAPITAL TRUST I, TECO CAPITAL TRUST II AND TECO CAPITAL TRUST III
Under the Amended and Restated Trust Agreement for each of TECO Capital
Trust I, TECO Capital Trust II and TECO Capital Trust III, each of TECO Funding
Company I, LLC, TECO Funding Company II, LLC and TECO Funding Company III, LLC
has agreed, to the fullest extent permitted by applicable law, to indemnify and
hold harmless The Bank of New York (as Property Trustee), and The Bank of New
York (Delaware) as Delaware Trustee and any affiliate, officer, director,
shareholder, employee,
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representative or agent of any of them, and any employee or agent of the Trust
or its affiliates, from and against any loss, damage, liability, tax, penalty,
expense or claim of any kind or nature incurred by any of them by reason of the
creation, operation or termination of the Trust or any act or omission performed
or omitted by any of them in good faith on behalf of the Trust and in a manner
reasonably believed by them to be within the scope of authority conferred by the
Amended and Restated Trust Agreement, except that none of them is entitled to be
indemnified for any loss, damage or claim incurred by them by reason of acts or
omissions constituting gross negligence or willful misconduct by any of them.
TECO FUNDING COMPANY I, LLC, TECO FUNDING COMPANY II, LLC AND TECO FUNDING
COMPANY III, LLC
Under the Amended and Restated Limited Liability Company Agreement of each
of TECO Funding Company I, LLC, TECO Funding Company II, LLC and TECO Funding
Company III, LLC, each has agreed, to the fullest extent permitted by applicable
law, to indemnify and hold harmless its directors and officers from and against
any loss, damage, claim or expense incurred by any of them by reason of any act
or omission performed or omitted by such director or officer in good faith on
behalf of the Company and in a manner reasonably believed by such director or
officer to be within the scope of authority conferred on such director or
officer by the Amended and Restated Limited Liability Company Agreement, other
than acts or omissions determined by a court of competent jurisdiction to have
constituted gross negligence or willful misconduct of any such director or
officer. The indemnity provided is provided out of and to the extent of any
director and officer insurance policy and no securityholder of any of TECO
Funding Company I, LLC, TECO Funding Company II, LLC or TECO Funding Company
III, LLC will have any personal liability on account of the indemnity provided.
ITEM 16. EXHIBITS
See Exhibit Index immediately following the signature page hereof.
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.
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(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 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.
II-3
<PAGE> 61
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 November 28, 2000.
TECO ENERGY, INC.
By: /s/ R. D. FAGAN
------------------------------------
R.D. Fagan
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of TECO Energy, Inc., hereby
severally constitute and appoint 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 Registration Statement has been signed by the following persons in the
capacities indicated as of November 28, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ R. D. FAGAN 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
/s/ S. A. MYERS Vice President-Corporate Accounting and Tax
--------------------------------------------------- (Principal Accounting Officer)
S. A. Myers
/s/ C. D. AUSLEY Director
---------------------------------------------------
C. D. Ausley
/s/ S. L. BALDWIN Director
---------------------------------------------------
S. L. Baldwin
/s/ H. L. CULBREATH Director
---------------------------------------------------
H. L. Culbreath
</TABLE>
II-4
<PAGE> 62
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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. D. ROCKFORD Director
---------------------------------------------------
W.D. Rockford
/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>
II-5
<PAGE> 63
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tampa, State of Florida, on November 28, 2000.
TECO Capital Trust I
(Registrant)
By: /s/ GORDON L. GILLETTE
------------------------------------
Gordon L. Gillette
Attorney-in-Fact
II-6
<PAGE> 64
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tampa, State of Florida, on November 28, 2000.
TECO Capital Trust II
(Registrant)
By: /s/ GORDON L. GILLETTE
------------------------------------
Gordon L. Gillette
Attorney-in-Fact
II-7
<PAGE> 65
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tampa, State of Florida, on November 28, 2000.
TECO Capital Trust III
(Registrant)
By: /s/ GORDON L. GILLETTE
------------------------------------
Gordon L. Gillette
Attorney-in-Fact
II-8
<PAGE> 66
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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tampa, State of Florida, on November
28, 2000.
TECO Funding Company I, LLC
(Registrant)
By: /s/ GORDON L. GILLETTE
------------------------------------
Gordon L. Gillette
President and Treasurer
II-9
<PAGE> 67
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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tampa, State of Florida, on November
28, 2000.
TECO Funding Company II, LLC
(Registrant)
By: /s/ GORDON L. GILLETTE
------------------------------------
Gordon L. Gillette
President and Treasurer
II-10
<PAGE> 68
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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of Florida,
on November 28, 2000.
TECO Funding Company III, LLC
(Registrant)
By: /s/ GORDON L. GILLETTE
------------------------------------
Gordon L. Gillette
President and Treasurer
II-11
<PAGE> 69
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.1 TECO Energy, Inc. Articles of Incorporation, as amended on
April 20, 1993. Filed as Exhibit 3 to TECO Energy, Inc.'s,
Quarterly Report on Form 10-Q for the quarter ended March
31, 1993 and incorporated herein by reference.
4.2 Bylaws of TECO Energy, Inc., as amended effective May 1,
1998. Filed as Exhibit 3 to the TECO Energy, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998 and incorporated herein by reference.
4.3 Indenture dated as of August 17, 1998 between TECO Energy,
Inc. and The Bank of New York, as trustee. Filed as Exhibit
4 to TECO Energy, Inc.'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.
4.4 Form of Supplemental Indenture. Filed herewith.
4.5 Certificate of Trust of TECO Capital Trust I. Filed
herewith.
4.6 Trust Agreement of TECO Capital Trust I. Filed herewith.
4.7 Certificate of Trust of TECO Capital Trust II. Filed
herewith.
4.8 Trust Agreement of TECO Capital Trust II. Filed herewith.
4.9 Certificate of Trust of TECO Capital Trust III. Filed
herewith.
4.10 Trust Agreement of TECO Capital Trust III. Filed herewith.
4.11 Form of Amended and Restated Trust Agreement for TECO
Capital Trust I, TECO Capital Trust II and TECO Capital
Trust III. Filed herewith.
4.12 Form of Preferred Security Certificate for TECO Capital
Trust I, TECO Capital Trust II and TECO Capital Trust III
(incorporated by reference to Exhibit C of Exhibit 4.11).
4.13 Limited Liability Company Agreement of TECO Funding Company
I, LLC (as amended November 17, 2000). Filed herewith.
4.14 Limited Liability Company Agreement of TECO Funding Company
II, LLC. Filed herewith.
4.15 Limited Liability Company Agreement of TECO Funding Company
III, LLC. Filed herewith.
4.16 Form of Amended and Restated Limited Liability Company
Agreement of each of TECO Funding Company I, LLC, TECO
Funding Company II, LLC and TECO Funding Company III, LLC.
Filed herewith.
4.17 By-Laws of each of TECO Funding Company I, LLC, TECO Funding
Company II, LLC and TECO Funding Company III, LLC
(incorporated by reference to Annex C of Exhibit 4.16).
4.18 Form of TECO Energy, Inc. Guarantee Agreement for TECO
Funding Company I, LLC, TECO Funding Company II, LLC and
TECO Funding Company III, LLC (incorporated by reference to
Annex A of Exhibit 4.16).
4.19 Form of TECO Energy, Inc. Subordinated Note (incorporated by
reference to Annex D of Exhibit 4.16).
4.20 Form of Preferred Security Certificate for TECO Funding
Company I, LLC, TECO Funding Company II, LLC and TECO
Funding Company III, LLC (incorporated by reference to Annex
F of Exhibit 4.16).
5.1 Opinion of Palmer & Dodge LLP. Filed herewith.
5.2 Opinion of Ropes & Gray. Filed herewith.
5.3 Opinion of Richards, Layton & Finger, P.A. as to the
legality of the Preferred Securities to be issued by TECO
Capital Trust I and TECO Funding Company I, LLC. Filed
herewith.
5.4 Opinion of Richards, Layton & Finger, P.A. as to the
legality of the Preferred Securities to be issued by TECO
Capital Trust II and TECO Funding Company II, LLC.
5.5 Opinion of Richards, Layton & Finger, P.A. as to the
legality of the Preferred Securities to be issued by TECO
Capital Trust III and TECO Funding Company III, LLC.
12.1 Computation of Ratio of Earnings to Fixed Charges. Filed as
Exhibit 12 to TECO Energy, Inc.'s Quarterly Report on Form
10-Q for the period ending September 30, 2000 and
incorporated herein by reference.
23.1 Consent of PricewaterhouseCoopers LLP. Filed herewith.
23.2 Consent of Palmer & Dodge LLP (included in Exhibit 5.1).
</TABLE>
<PAGE> 70
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
23.3 Consent of Ropes & Gray (included in Exhibit 5.2).
23.4 Consent of Richards, Layton & Finger, P.A. (included in
Exhibit 5.3).
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.)
25.2 Statement of Eligibility of Trustee on Form T-1 with respect
to the Amended and Restated Trust Agreement of TECO Capital
Trust I. Filed herewith.
25.3 Statement of Eligibility of Trustee on Form T-1 with respect
to the Amended and Restated Trust Agreement of TECO Capital
Trust II. Filed herewith.
25.4 Statement of Eligibility of Trustee on Form T-1 with respect
to the Amended and Restated Trust Agreement of TECO Capital
Trust III. Filed herewith.
25.5 Statement of Eligibility of Trustee on Form T-1 with respect
to the Guarantee for the benefit of the holders of the
Preferred Securities of TECO Funding Company I, LLC. Filed
herewith.
25.6 Statement of Eligibility of Trustee on Form T-1 with respect
to the Guarantee for the benefit of the holders of the
Preferred Securities of TECO Funding Company II, LLC. Filed
herewith.
25.7 Statement of Eligibility of Trustee on Form T-1 with respect
to the Guarantee for the benefit of the holders of the
Preferred Securities of TECO Funding Company III, LLC. Filed
herewith.
</TABLE>
