SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
OR
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to ________
Commission File Number 1-5007
TAMPA ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
FLORIDA 59-0475140
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
TECO Plaza
702 N. Franklin Street
Tampa, Florida 33602
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (813)228-4111
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. X
The aggregate market value of the voting stock held by nonaffiliates
of the registrant as of February 28, 1994 was zero.
As of February 28, 1994, there were 10 shares of the registrant's
common stock issued and outstanding, all of which were held,
beneficially and of record, by TECO Energy, Inc.
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I
Item 1. BUSINESS.
Tampa Electric Company (Tampa Electric or the company) was
incorporated in Florida in 1899 and was reincorporated in 1949. As a
result of restructuring in 1981, the company became a subsidiary of
TECO Energy, Inc. (TECO Energy), a diversified energy-related holding
company. The company is a public utility operating wholly within the
state of Florida and is engaged in the generation, purchase,
transmission, distribution and sale of electric energy. The retail
territory served comprises an area of about 2,000 square miles in West
Central Florida, including substantially all of Hillsborough County
and parts of Polk, Pasco and Pinellas Counties and has an estimated
population of over one million. The principal communities served are
Tampa, Winter Haven, Plant City and Dade City. In addition, the
company engages in wholesale sales to other utilities which consist of
broker economy, requirements and other types of service of varying
duration and priority. The company has three electric generating
stations in or near Tampa and two electric generating stations located
near Sebring, a city located in Highlands County in South Central
Florida.
The company at Dec. 31, 1993 had 3,215 employees, of which 1,295
were represented by the International Brotherhood of Electrical
Workers (IBEW) and 382 by the Office and Professional Employees
International Union.
In 1993, approximately 44 percent of the company's total
operating revenue was generated from residential sales, 29 percent
from commercial sales, 10 percent from industrial sales and 17 percent
from other sales including bulk power sales for resale. See the detail
of revenue per customer class on page 20.
No material part of the company's business is dependent upon a
single customer or a few customers, the loss of any one or more of
whom would have a materially adverse effect on the company, except
that 8 customers in the phosphate industry accounted for 5 percent of
operating revenues in 1993.
The company's business is not a seasonal one, but winter peak
loads are experienced due to fewer daylight hours and colder
temperatures, and summer peak loads are experienced due to use of air
conditioning and other cooling equipment.
Regulation
The retail operations of the company are regulated by the Florida
Public Service Commission (FPSC), which has jurisdiction over retail
rates, the quality of service, issuances of securities, planning,
siting and construction of facilities, accounting and depreciation
practices and other matters.
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The company is also subject to regulation by the Federal Energy
Regulatory Commission (FERC) in various respects including wholesale
power sales, certain wholesale power purchases, transmission services
and accounting and depreciation practices.
Federal, state and local environmental laws and regulations cover
air quality, water quality, land use, power plant, substation and
transmission line siting, noise and aesthetics, solid waste and other
environmental matters. See Environmental Matters on pages 6 and 7.
TECO Transport & Trade Corporation (TECO Transport) and TECO Coal
Corporation (TECO Coal), subsidiaries of TECO Energy, sell coal
transportation services and coal to the company and to third parties.
The transactions between the company and these affiliates and the
prices paid by the company are subject to regulation by the FPSC and
FERC and any charges deemed to be imprudently incurred would not be
allowed to be passed on to the company's customers. See Utility
Regulation on pages 14 and 15.
The company's retail business is substantially free from direct
competition with other electric utilities, municipalities and public
agencies. However, greater levels of competition, particularly in the
wholesale business, are developing and may have some impact on the
company.
Retail Pricing
The FPSC's pricing objective is to set rates at a level that
allows the utility to collect total revenues (revenue requirements)
equal to its cost of providing service, including a reasonable return
on invested capital.
The basic costs, other than fuel and purchased power, of
providing electric service are recovered through base rates, which are
designed to recover the costs of owning, operating and maintaining the
utility system. These costs include operations and maintenance
expenses, depreciation and taxes, as well as a return on the company's
investment in assets used and useful in providing electric service
(rate base). The rate of return on rate base is intended to
approximate the company's weighted cost of capital, which includes its
costs for debt and preferred stock, deferred income taxes at a zero
cost rate and an allowed return on common equity. Base prices are
determined in price setting hearings that occur at irregular intervals
at the initiative of the company, the FPSC or other parties.
Fuel and certain purchased power costs are recovered through
levelized monthly charges established pursuant to the FPSC's fuel
adjustment and cost recovery clauses. These charges, which are reset
semi-annually in an FPSC hearing, are based on estimated costs of fuel
and purchased power and estimated customer usage for the ensuing
six-month period, with a true-up adjustment to reflect the variance of
actual costs from the projected charges for prior periods.
The FPSC may disallow recovery of any costs that it considers
imprudently incurred.
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Certain non-fuel costs and the accelerated recovery of the costs
of conversion from oil-fired to coal-fired generation at the company's
Gannon Station are recovered through the FPSC's oil backout clause.
Accelerated recovery of this project's costs is obtained through
accelerated depreciation, which is permitted in an amount equal to
two-thirds of the fuel savings of the project. The remaining one-third
of the savings is realized on a current basis by customers through the
fuel adjustment clause. Prior to Oct. 27, 1992, the company had
assigned its right to the oil backout tariffs to the Gannon Project
Trust, the owner of the conversion assets. On Oct. 27, 1992, pursuant
to FPSC approval, the Gannon Project Trust was terminated and the
Trust's net assets and debt were placed on the company's balance
sheet. Amounts collected in periods subsequent to Oct. 27, 1992, under
the oil backout tariff are included in the company's operating
revenues and continue to have no effect on net income. See further
discussion in Note A page 25.
Fuel
About 98 percent of the company's generation for 1993 was from
its coal-fired units. The same level is anticipated for 1994.
The company's average fuel cost per million BTU and average cost
per ton of coal burned have been as follows:
Average cost
per million BTU: 1993 1992 1991 1990 1989
Coal $ 2.26 $ 2.23 $ 2.22 $ 2.11 $ 2.02
Oil $ 2.69 $ 2.76 $ 3.21 $ 5.21 $ 4.35
Gas $ 3.52 $ 2.43 $ 1.98 -- --
Composite $ 2.27 $ 2.24 $ 2.25 $ 2.14 $ 2.03
Average cost per ton of
coal burned $54.55 $53.65 $53.87 $51.07 $49.30
The company's Gannon Station burns low-sulfur coal; Big Bend
Station burns coal of a somewhat higher sulfur content; Hookers Point
Station burns low-sulfur oil; Phillips Station burns oil of a somewhat
higher sulfur content; and Dinner Lake Station, which was placed on
long-term reserve standby in March 1994, burns natural gas and oil.
Coal. The company burned approximately 6.6 million tons of coal
during 1993 and estimates that its coal consumption will be 7 million
tons for 1994. During 1993, the company purchased approximately 74
percent of its coal under long-term contracts with five suppliers and
26 percent of its coal in the spot market and under intermediate-term
purchase agreements. About one-third of the company's 1993 coal
requirements were supplied by TECO Coal. During December 1993, the
average delivered cost of coal (including transportation) was $51.61
per ton, or $2.13 per million BTU. The company expects to obtain
approximately 80 percent of its coal requirements in 1994 under long-
term contracts with six suppliers, with the remaining 20 percent
available either in the spot market or under intermediate-term
purchase agreements. The company's long-term coal contracts provide
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for revisions in the base price to reflect changes in a wide range of
cost factors and for suspension or reduction of deliveries if
environmental regulations should prevent the company from burning the
coal supplied, provided that a good faith effort has been made to
continue burning such coal. The company estimates that about one-third
of its 1994 coal requirements will be supplied by TECO Coal. For
information concerning transactions with affiliated companies, see
Related Party Transactions on page 32.
In 1993, about 72 percent of the company's coal supply was
deep-mined and approximately 28 percent was surface-mined. Federal
surface-mining laws and regulations have not had any material adverse
impact on the company's coal supply or results of its operations. The
company, however, cannot predict the effect on the market price of
coal of any future mining laws and regulations. Although there are
reserves of surface-mineable coal dedicated by suppliers to the
company's account, high quality coal reserves in Kentucky that can be
economically surface-mined are being depleted and in the future more
coal will be deep-mined. This trend will not necessarily result in a
substantial increase in costs to the company.
Oil. The company has a supply agreement through Aug. 31, 1994 for
No. 2 fuel oil and a supply agreement through Aug. 31, 1994 for No. 6
fuel oil for its four combustion turbine units and Hookers Point
Station at prices based on Gulf Coast Cargo spot prices. The company
has a supply agreement through July 31, 1994 for No. 6 fuel oil for
Phillips Station at a price based on Gulf Coast Cargo spot prices. The
price for No. 2 fuel oil deliveries taken in December 1993 was $25.74
per barrel, or $4.44 per million BTU. The price for the higher sulfur
No. 6 fuel oil deliveries taken in December 1993 was $12.33 per
barrel, or $1.95 per million BTU.
Gas. The company has supply agreements through Oct. 31, 2000 for
natural gas for its Dinner Lake Station, was placed on long-term
reserve standby. The price for natural gas deliveries taken in
September 1993 was $3.51 per million cubic feet, or $3.51 per million
BTU. There were no natural gas deliveries taken in the fourth quarter
of 1993.
Franchises
The company holds franchises and other rights that, together with
its charter powers, give it the right to carry on its retail business
in the localities it serves. The franchises are irrevocable and are
not subject to amendment without the consent of the company although,
in certain events, they are subject to forfeiture.
Florida municipalities are prohibited from granting any franchise
for a term exceeding 30 years. If a franchise is not renewed by a
municipality, the franchisee has the statutory right to require the
municipality to purchase any and all property used in connection with
the franchise at a valuation to be fixed by arbitration. In addition,
all of the municipalities except for the cities of Tampa and Winter
Haven have reserved the right to purchase the company's property used
in the exercise of its franchise, if the franchise is not renewed.
The company has franchise agreements with 13 incorporated
municipalities within its retail service area. These agreements have
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various expiration dates starting in October 1994 and extending
through September 2021, including the City of Tampa, which expires in
August 2006 and the City of Oldsmar, which expires in October 1994.
The company has no reason to believe that any of these franchises,
including the Oldsmar franchise, will not be renewed.
Franchise fees payable by the company, which totaled
$18.8 million in 1993, are calculated using a formula based primarily
on electric revenues.
Utility operations in Hillsborough, Pasco, Pinellas and Polk
Counties outside of incorporated municipalities are conducted in each
case under one or more permits to use county rights-of-way granted by
the county commissioners of such counties. There is no law limiting
the time for which such permits may be granted by counties. There are
no fixed expiration dates for the Hillsborough County and Pinellas
County agreements. The agreements covering electric operations in
Pasco and Polk counties expire in September 2033 and March 2005,
respectively.
Environmental Matters
The company's operations are subject to county, state and federal
environmental regulations. The Hillsborough County Environmental
Protection Commission and the Florida Environmental Regulation
Commission are responsible for promulgating environmental regulations
and coordinating most of the environmental regulation functions
performed by the various departments of state government. The Florida
Department of Environmental Protection (FDEP) is responsible for the
administration and enforcement of the state regulations. The U.S.
Environmental Protection Agency (EPA) is the primary federal agency
with environmental responsibility.
The company has all required environmental permits. In addition,
a monitoring program is in place to assure compliance with permit
conditions. The company has been identified as one of numerous
potentially responsible parties with respect to nine Superfund Sites.
The company expects that its liability in connection with these sites
will not be material.
Expenditures. During the five years ended Dec. 31, 1993, the
company spent $49.1 million on capital additions to meet environmental
requirements, including $8 million for the Polk Power Station
project. Environmental expenditures are estimated at $44 million for
1994 and $150 million in total for 1995-1998, including, respectively,
$32 million and $106 million for the planned Polk Power Station.
These totals exclude amounts required to comply with the 1990
amendments to the Clean Air Act. The FPSC
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has adopted an environmental cost recovery clause that the company
believes would allow it to recover the cost of future significant
environmental programs.
The company plans to comply with the Phase I emission limitations
in 1995 imposed by the Clean Air Act by using blends of lower-sulfur
coal. The cost of compliance with Phase I is expected to increase
prices less than 3 percent. There is little capital investment
associated with fuel blending.
In connection with its Phase I compliance plan, the company has
entered into a long-term contract for the purchase of low-sulfur coal
beginning in mid-1994. The company is also evaluating the use of
purchased sulfur dioxide allowances as a minor component of its
overall compliance strategy.
If limited to today's technology, to comply with Phase II
emission standards set for 2000, the company would likely have to add
either one or two scrubbers. The aggregate effect of Phase I and
Phase II compliance on the utility's price structure is estimated to
be 5 percent or less.
Item 2. PROPERTIES.
The company believes that its physical properties are adequate to
carry on its business as currently conducted. The properties are
generally subject to liens securing long-term debt.
The company had five electric generating plants and four
combustion turbine units with a total net generating capability at
Dec. 31, 1993 of 3,309 megawatts (MWs), including Big Bend (1,687-MW
capability for four coal units), Gannon (1,171-MW capability for six
coal units), Hookers Point (212-MW capability for five oil units),
Dinner Lake (11-MW capability for one natural gas unit), Phillips
(34-MW capability for two diesel units) and four combustion turbine
units located at Big Bend and Gannon stations (194 Mws). Capability as
used herein represents the demonstrable dependable load carrying
abilities of the generating units during peak periods as proven under
actual operating conditions. Units at Hookers Point went into service
from 1948 to 1955, at Gannon from 1957 to 1967, and at Big Bend from
1970 to 1985. In 1991, the company purchased two power plants (Dinner
Lake and Phillips) from the Sebring Utilities Commission (Sebring).
Dinner Lake and Phillips were placed in service by Sebring in 1966 and
1983, respectively. In March 1994, Dinner Lake Station was placed on
long-term reserve standby.
The company owns approximately 4,350 acres of mined-out land
located in Polk County, Florida. This site will accommodate the
planned Polk Unit One electric power plant and also the projected
additional generating capacity that will be required in 2001 and
beyond. Polk Unit One is discussed further under Capital Expenditures
on pages 13 and 14.
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The company owns 179 substations having an aggregate transformer
capacity of 15,208,000 KVA. The transmission system consists of
approximately 1,182 pole miles of high voltage transmission lines, and
the distribution system consists of 6,755 pole miles of overhead lines
and 2,283 trench miles of underground lines. As of Dec. 31, 1993,
there were 482,447 meters in service. All of the foregoing property is
located within Florida.
All plants and important fixed assets are held in fee except that
title to some of the properties are subject to easements, leases,
contracts, covenants and similar encumbrances and minor defects, of
the nature common to properties of the size and character of those of
the company.
The company has easements for rights-of-way adequate for the
maintenance and operation of most of its electrical transmission and
distribution lines that are not constructed upon public highways,
roads and streets. It has the power of eminent domain under Florida
laws for the acquisition of any such rights-of-way for the operation
of transmission and distribution lines. Transmission and distribution
lines located in public ways are maintained under franchises or
permits.
The company has a long-term lease for the office building in
downtown Tampa, Florida, that serves as its headquarters.
Item 3. LEGAL PROCEEDINGS.
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted during the fourth quarter of 1993 to a
vote of the company's security holders through the solicitation of
proxies or otherwise.
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PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
All of the company's common stock is owned by TECO Energy, Inc.,
and hence there is no market for the stock.
The company pays dividends substantially equal to its net income
applicable to common stock to TECO Energy. Such dividends totaled
$102.4 million for 1993 and $106.4 million for 1992. See Note C on
page 27 for a description of restrictions on dividends on the
company's common stock.
Item 6. SELECTED FINANCIAL DATA.
(millions of dollars)
Year ended
Dec. 31, 1993 1992 1991 1990 1989
Operating
revenues $1,041.3 $1,005.8 $ 987.5 $ 939.8 $ 934.6
Net income $ 106.6 $ 110.8 $ 107.4 $ 108.2 $ 109.7
Total assets $2,199.6 $2,108.3 $1,994.5 $1,918.8 $1,886.1
Long-term debt $ 611.1 $ 595.1 $ 513.7 $ 513.9 $ 514.5
Preferred stock-
Redemption
required -- -- -- -- $ 6.0
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
EARNINGS SUMMARY
Tampa Electric's net income for 1993 of $106.6 million was
4 percent lower than for 1992 due to a $10 million non-recurring coal
settlement charge described in the Other Income (Expense) section.
In 1992, net income grew 3 percent to $110.8 million from $107.4
million in 1991 due to higher non-fuel revenues from sales to other
utilities, lower interest expense and a continued commitment to cost
containment.
OPERATING RESULTS
Operating income was level in 1993 after increasing in 1992.
Higher base revenues in 1993 associated with retail customer growth of
1.7 percent and a retail price increase were partially offset by
higher operating expenses. The improvement in 1992 operating income
resulted from increased sales to other utilities and retail customer
growth, partially offset by higher operating expenses.
Upon termination of the Gannon Project Trust on Oct. 27, 1992,
the revenues and expenses associated with an oil backout cost recovery
tariff were included in the financial statements. These revenues,
which were exactly offset by associated expenses, amounted to $11.5
million in 1993 and $1.8 million in 1992. The Trust was established
in 1983 to fund the conversion of Gannon Station Units One through
Four from oil-fired to coal-fired generation. The Florida Public
Service Commission (FPSC) approved a specific oil backout cost
recovery tariff related to this project.
1993 Change 1992 Change 1991
(millions of dollars)
Operating revenues $1,041.3 3.5% $1,005.7 1.8% $987.5
Operating expenses 887.2 4.1% 852.5 2.1% 835.3
Operating income $ 154.1 .5% $ 153.2 .7% $152.2
Operating Revenues
Operating revenues rose in both 1993 and 1992 with retail
customer growth of 1.7 percent and 1.5 percent, respectively, and
higher sales to other utilities. Also contributing in 1993 was a $12-
million price increase effective February 1993, as described in the
Utility Regulation section.
The economy in the company's service area continues to grow,
although energy sales in all categories have been affected by the
economic slowdown. Residential and commercial energy sales showed
good growth in 1993, but total retail energy sales dropped due to
lower sales to the phosphate industry.
Retail energy sales are expected to rise with economic recovery
and a return to customer growth in the 2 to 2.5 percent range.
Energy sold to other utilities declined in 1993 because of milder
weather and lower-priced oil generation available on other systems.
Despite this decline, non-fuel revenues from sales to other utilities
increased to $34 million in 1993 from $32.8 million in 1992 and $16.9
million in 1991. This growth resulted from shifting sales to higher
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margin, longer-term contracts and an aggressive sales effort in
Florida's bulk power market.
In January 1993, the company began selling under a 10-year
contract the limited use of 145 MWs of capacity from its Big Bend Unit
Four to TECO Power Services for resale to Seminole Electric
Cooperative. In the past two years, the company has added several
other smaller bulk power sales contracts. Three of these contracts
together provide more than 35 MWs of capacity to the cities of
Wauchula, Ft. Meade and St. Cloud, Florida; all will be in effect
beyond the year 2012.
1993 Change 1992 Change 1991
Megawatt-hour sales (thousands)
Residential 5,706 2.6% 5,560 1.0% 5,507
Commercial 4,432 2.3% 4,333 1.4% 4,274
Industrial 2,236 -14.8% 2,625 -1.6% 2,669
Other 1,073 3.8% 1,034 2.9% 1,005
Total retail 13,447 - .8% 13,552 .7% 13,455
Sales for resale 2,330 -14.0% 2,710 5.3% 2,574
Total energy sold 15,777 -3.0% 16,262 1.5% 16,029
Retail customers
(average) 477,010 1.7% 468,997 1.5% 462,260
Operating Expenses
Effective cost management and efficiency improvement continue to
be principal objectives at Tampa Electric. Continued emphasis on cost
containment limited growth in operating expenses in 1993 to 3.8
percent, excluding amounts recovered through FPSC-approved cost
recovery clauses and $6.3 million related to changes in accounting for
postemployment benefits. Certain fuel, purchased capacity,
conservation and oil backout costs were fully recovered and had no
impact on earnings.
1993 Change 1992 Change 1991
(millions of dollars)
Fuel $363.2 -4.0% $378.2 -2.3% $387.3
Purchased power 39.0 98.0% 19.7 16.6% 16.9
Total fuel and
purchased power 402.2 1.1% 397.9 -1.6% 404.2
Other operating expenses 157.7 9.8% 143.6 5.4% 136.2
Maintenance 71.4 4.2% 68.5 4.6% 65.5
Depreciation 111.9 9.6% 102.1 5.6% 96.7
Taxes, federal and state
income 60.5 -2.1% 61.8 6.4% 58.1
Taxes, other than income 83.5 6.2% 78.6 5.4% 74.6
Total operating expenses 887.2 4.1% 852.5 2.1% 835.3
Less: recoverable fuel,
purchased capacity,
conservation and
oil backout expenses 421.6 3.7% 406.4 -1.1% 410.9
Net operating expenses $465.6 4.4% $446.1 5.1% $424.4
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Total fuel cost remained relatively stable for the last three
years. Generation declined 3 percent in 1993 and average fuel price
increased 2 percent. More energy was purchased in 1993 to meet peak
demand and because of a three-month outage at a major generating unit.
Substantially all fuel and purchased power expenses are recovered
through the fuel adjustment and cost recovery clauses.
Nearly all of the company's generation in the last three years
has been from coal, and the fuel mix will continue to be substantially
coal. Coal prices are expected to increase slightly during the next
few years, but at a slower rate than either oil or gas prices.
The increase in other operating expenses in 1993 included
$6.3 million related to changes in accounting for postemployment
benefits as described in the Accounting Standards section. Increases
in the cost of medical coverage and other employee benefits and more
regulatory activity also increased 1993 expenses.
Maintenance expense was level in 1993 compared to 1992, excluding
$2.5 million related to the addition of oil backout costs. The
increase in 1992 came from the return to service of Hookers Point
Station in December 1991 and from the generating units purchased from
the City of Sebring in February 1991.
Depreciation expense increased both years because of normal
additions to plant and equipment and the acquisition of the Sebring
generating units in February 1991. Depreciation expense included an
additional $7 million in 1993 and $1.2 million in 1992 which relate to
oil backout changes.
Taxes other than income taxes were up each year mainly from
higher gross receipts taxes, which are included in customers' bills,
and from additional property taxes.
NON-OPERATING ITEMS
Other Income (Expense)
In 1993, the company recorded as other expense a one-time $10-
million pre-tax charge associated with an FPSC-approved settlement
agreement between the company and the Office of Public Counsel (Public
Counsel). The agreement is described in the Utility Regulation
section.
Interest Charges
Interest charges were $42.3 million in 1993, level with 1992 and
lower than 1991. Interest costs in 1993 were affected by lower
interest rates and savings from the refinancings as discussed in the
Financing Activity section, which offset higher debt balances. In
1992, the effects of lower interest rates offset higher average debt
balances resulting in lower interest charges than in 1991.
Income Taxes
Effective Jan. 1, 1993, the federal corporate income tax rate
increased from 34 percent to 35 percent. This rate increase lowered
1993 earnings by $1.7 million.
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ACCOUNTING STANDARDS
Income Tax Accounting
Effective Jan. 1, 1993, the company adopted Financial Accounting
Standards (FAS) 109, Accounting for Income Taxes, which requires the
use of the liability method in accounting for income taxes.
The adoption of FAS 109 had no effect on net income or common
equity, but did result in certain adjustments to accumulated deferred
income taxes and the establishment of a corresponding regulatory tax
liability reflecting the amount payable to customers through future
rates. The FPSC adopted a rule for accounting for deferred income
taxes under FAS 109 requiring that deferred tax adjustments and the
related regulatory tax liability be treated the same as accumulated
deferred income taxes had been treated in the past.
Based on the FPSC rule, the company believes that there will not
be any changes in the computation of income tax expense for rate
making purposes and thus, no change in its revenue requirements or
earnings due to the adoption of FAS 109.
Postemployment Benefits
The company adopted FAS 106, Accounting for Postretirement
Benefits Other than Pensions, effective Jan. 1, 1993. The standard
requires full cost accrual accounting that recognizes the cost of
these benefits over the service lives of employees. Adopting the new
standard resulted in estimating a previously unrecognized obligation
covering prior years of $41 million. The company is amortizing this
transition obligation on a straight-line basis over the average
remaining service lives of active employees, approximately 20 years.
Full cost accrual under FAS 106 exceeds cash basis expense by
approximately $5 million annually. The new rates approved by the FPSC
for the company for 1993 and 1994 reflect full cost accrual of
postretirement benefits including transition cost amortization.
CAPITAL EXPENDITURES
Capital expenditures for 1993 of $206 million included $71
million for the construction of Polk Unit One, a 250-megawatt coal-
gasification plant. The capital cost of the plant is estimated at
about $440 million, net of $100 million in construction funding from
the Department of Energy under its Clean Coal Technology Program. The
FPSC granted the Certificate of Need in 1992 and groundbreaking is
planned for mid-1994. In addition, the company spent $135 million for
equipment and facilities to meet the company's growing customer base
and for generating equipment improvements.
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The company estimates total capital expenditures for ongoing
operations at $247 million in 1994 and $1 billion during the 1995-1998
period mainly for distribution facilities to meet customer growth and
for construction of Polk Unit One. About $100 million is estimated to
be spent on this project in 1994, $215 million in 1995 and the
remainder in 1996. At the end of 1993, the company had outstanding
commitments of about $150 million for the construction of Polk Unit
One.
Construction Requirements
(millions of dollars)
1993 1994
Actual Estimated
Production $ 99 $147
Transmission 16 23
Distribution 47 50
General 44 27
Total $206 $247
ENVIRONMENTAL COMPLIANCE
The company is subject to various environmental regulations.
The company has all of the environmental permits required by the
regulations and has a monitoring program in place to assure compliance
with permit conditions. The company believes that environmental
liabilities are minimal. In addition, the FPSC has adopted an
environmental cost recovery clause that the company believes would
allow it to recover the cost of future significant environmental
programs.
The company plans to comply with the Phase I emission
limitations in 1995 imposed by the Clean Air Act by using blends of
lower-sulfur coal. The cost of compliance with Phase I is expected to
increase prices less than 3 percent. There is little capital cost
associated with fuel blending.
In connection with its Phase I compliance plan, the company has
entered into a long-term contract for the purchase of low-sulfur coal
beginning in mid-1994. The company is also evaluating the use of
purchased sulfur dioxide allowances as a minor component of its
overall compliance strategy.
If limited to today's technology, to comply with Phase II
emission standards set for 2000, the company would likely have to add
either one or two scrubbers. The aggregate effect of Phase I and
Phase II compliance on the utility's price structure is currently
estimated to be 5 percent or less.
UTILITY REGULATION
Price Increase
The FPSC granted the company a $1.2 million permanent base
revenue increase and a $10.3 million revenue increase primarily
associated with recovery of purchased power capacity payments
effective in early February 1993. An additional base revenue increase
of $16 million was effective Jan. 1, 1994. The FPSC decision
reflected overall allowed regulatory rates of return of 8.20 percent
in 1993 and 8.34 percent in 1994, which included an allowed regulatory
14
<PAGE>
rate of return on common equity of 12 percent, the midpoint of a range
of 11 percent to 13 percent. The FPSC approved $19 million of
construction work in progress in rate base in 1993 and $55 million in
1994.
Following a separate hearing in February 1994, the FPSC issued
an order on March 25, 1994 that changed the company's authorized
regulatory rate of return on common equity to an 11.35 percent
midpoint and a range of 10.35 percent to 12.35 percent, while leaving
in effect the rates it had previously established. In its order, the
FPSC approved a $4-million annual accrual for the establishment of an
unfunded storm damage reserve for transmission and distribution
property and rejected Public Counsel's request that the 1994 rate
increase be held subject to refund. Any party to the case has 30 days
from the date of the order in which to file an appeal with the Florida
Supreme Court.
Coal Settlement
In February 1993, the FPSC approved an agreement between the
company and Public Counsel that resolved all issues relating to prices
for coal purchased in the years 1990 through 1992 by the company from
its affiliate, Gatliff Coal Company, a subsidiary of TECO Coal. Tampa
Electric agreed to refund $10 million plus interest to its customers
through the fuel adjustment clause over a 12-month period beginning
April 1, 1993. In 1993, the company refunded $7.6 million to its
customers.
The agreement approved by the FPSC also established a new
regulatory benchmark procedure for 1993 through 1999 with a new price
effective Jan. 1, 1993 and annual adjustments based on the change in
the Consumer Price Index. The new procedure is expected to avoid the
disputes which have arisen over the calculation of the prior benchmark
price.
FINANCING ACTIVITY
Tampa Electric's 1993 year-end capital structure was 44 percent
debt, 53 percent common equity and 3 percent preferred stock. The
company's objective is to maintain a capital structure over time that
will support its current credit ratings.
Credit Ratings/Senior Debt
Duff & Phelps Moody's Standard & Poor's
AA Aa1 AA
The company repaid $48 million of first mortgage bonds due May 1,
1993 with internally generated funds and proceeds from short-term
debt.
In May 1993, the company sold $80 million of first mortgage bonds
due in 2000 at a 5.75 percent interest rate and $75 million of first
mortgage bonds due in 2003 at a 6.125 percent interest rate. These
bonds were sold at a discount with yields to maturity of 5.83 percent
for the 2000 series and 6.25 percent for the 2003 series. Proceeds
were used in June 1993 to redeem four outstanding series of first
mortgage bonds totaling $155 million. The average interest rate of
the refunded bonds was 7.7 percent.
In June 1993, the Hillsborough County Industrial Development
Authority issued $20 million of Pollution Control Revenue Bonds for
the benefit of the company to finance the cost of waste disposal
15
<PAGE>
facilities. The bonds bear interest at a floating rate set daily. At
Dec. 31, 1993, $4.4 million remained on deposit with the trustee for
future expenditures for qualified facilities.
In July 1993, the company entered into a forward refunding
arrangement for $85.95 million of outstanding Pollution Control
Revenue Bonds. Under this arrangement, $85.95 million of new tax-
exempt bonds due Dec. 1, 2034 will be issued in December 1994 at a
6.25 percent interest rate. The proceeds will be used to refund a
currently outstanding 9.9 percent series when these bonds become
callable in February 1995. For accounting and rate making purposes,
from July 1993 the company recorded interest expense using a blended
rate for the outstanding and refunding bonds and will continue to use
this rate through the original maturity dates of the currently
outstanding bonds.
LIQUIDITY, CAPITAL RESOURCES
The company met its cash needs during 1993 largely with
internally generated funds and capital contributions from its parent,
with the balance from debt.
At Dec. 31, 1993, the company had bank credit lines of
$140 million available.
The company expects to meet its capital requirements for ongoing
operations in 1994-1998 substantially from internally generated funds.
The company anticipates some capital contributions from parent and
debt financing, primarily in 1994 and 1995.
16
<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page No.
Report of Independent Accountants 18
Balance Sheets, Dec. 31, 1993 and 1992 19
Statements of Income for the years ended
Dec. 31, 1993, 1992 and 1991 20
Statements of Cash Flows for the years ended
Dec. 31, 1993, 1992 and 1991 21
Statements of Retained Earnings for the years ended
Dec. 31, 1993, 1992 and 1991 22
Statements of Capitalization, Dec. 31, 1993 and 1992 22-24
Notes to Financial Statements 25-32
Schedules:
V - Property, Plant and Equipment for the years ended 33-35
Dec. 31, 1993, 1992 and 1991
VI - Accumulated Depreciation of Property, Plant and 36-38
Equipment for the years ended Dec. 31, 1993,
1992 and 1991
IX - Short-term Borrowings for the years ended 39
Dec. 31, 1993, 1992 and 1991
X - Supplementary Income Statement Information 40
for the years ended Dec. 31, 1993, 1992 and 1991
Schedules other than those listed above have been omitted since
they are not required, are inapplicable or the required information is
presented in the financial statements or notes thereto.
17
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
of Tampa Electric Company,
We have audited the financial statements and the financial
statement schedules of Tampa Electric Company, (a wholly owned
subsidiary of TECO Energy, Inc.) as listed in the index under Item 8
of this Form 10-K. These financial statements and financial statement
schedules are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements
and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Tampa Electric Company as of Dec. 31, 1993 and 1992, and the results
of its operations and its cash flows for each of the three years in
the period ended Dec. 31, 1993, in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial
statement schedules referred to above, when considered in relation to
the basic financial statements taken as a whole, present fairly, in
all material respects, the information required to be included
therein.
As discussed in Note A to the financial statements, effective
Jan. 1, 1993 the company adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes."
COOPERS & LYBRAND
Certified Public Accountants
Tampa, Florida
Jan. 17, 1994
18
<PAGE>
BALANCE SHEETS
(thousands of dollars)
Assets
Dec. 31, 1993 1992
PROPERTY, PLANT AND EQUIPMENT,
AT ORIGINAL COST
Utility plant in service $2,773,652 $2,699,290
Construction work in progress 151,311 76,920
2,924,963 2,776,210
Accumulated depreciation (1,052,979) (995,616)
1,871,984 1,780,594
Other property 201 181
1,872,185 1,780,775
CURRENT ASSETS
Cash and cash equivalents 4,499 28,260
Short-term investments 216 1,934
Receivables, less allowance
for uncollectibles 97,997 94,056
Inventories, at average cost
Fuel 77,438 86,468
Materials and supplies 37,726 37,139
Prepayments 10,062 4,381
227,938 252,238
DEFERRED DEBITS
Unamortized debt expense 25,718 16,182
Deferred fuel expense 13,721 3,703
Deferred income taxes 37,045 31,145
Other 22,961 24,231
99,445 75,261
$2,199,568 $2,108,274
Liabilities and Capital
CAPITAL
Common stock $ 664,631 $ 627,631
Retained earnings 182,939 182,273
847,570 809,904
Preferred stock, redemption not required 54,956 54,956
Long-term debt, less amount due
within one year 611,082 595,067
1,513,608 1,459,927
CURRENT LIABILITIES
Long-term debt due within one year 1,245 49,800
Notes payable 81,500 29,200
Accounts payable 87,791 79,125
Customer deposits 47,358 45,037
Interest accrued 10,522 11,571
Taxes accrued 6,151 4,030
234,567 218,763
DEFERRED CREDITS
Deferred income taxes 292,573 337,722
Investment tax credits 66,033 70,946
Regulatory liability-tax related 61,973 --
Other 30,814 20,916
451,393 429,584
$2,199,568 $2,108,274
The accompanying notes are an integral part of the financial
statements.
19
<PAGE>
STATEMENTS OF INCOME
(thousands of dollars)
Year ended Dec. 31, 1993 1992 1991
OPERATING REVENUES
Residential $ 464,096 $ 444,961 $ 436,888
Commercial 298,281 287,422 280,973
Industrial-Phosphate 55,116 70,175 73,948
Industrial-Other 48,906 46,497 45,267
Sales for resale 76,055 72,957 65,980
Other 98,850 83,770 84,469
1,041,304 1,005,782 987,525
OPERATING EXPENSES
Operation
Fuel 363,250 378,234 387,359
Purchased power 38,961 19,671 16,882
Other 157,701 143,624 136,165
Maintenance 71,397 68,501 65,535
Depreciation 111,866 102,081 96,701
Taxes-Federal and state income 60,559 61,809 58,063
Taxes-Other than income 83,513 78,626 74,580
887,247 852,546 835,285
OPERATING INCOME 154,057 153,236 152,240
OTHER INCOME (EXPENSE)
Allowance for other funds
used during construction 1,585 -- --
Other income (expense), net (6,676) 186 (325)
(5,091) 186 (325)
Income before interest charges 148,966 153,422 151,915
INTEREST CHARGES
Interest on long-term debt 39,281 36,896 36,483
Other interest 5,133 6,845 9,176
Allowance for borrowed funds
used during construction (2,096) (1,104) (1,098)
42,318 42,637 44,561
NET INCOME 106,648 110,785 107,354
Preferred dividend
requirements 3,568 3,567 3,568
BALANCE APPLICABLE TO
COMMON STOCK $ 103,080 $ 107,218 $ 103,786
The accompanying notes are an integral part of the financial
statements.
20
<PAGE>
STATEMENTS OF CASH FLOWS
(thousands of dollars)
Year ended Dec. 31, 1993 1992 1991
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income $106,648 $110,785 $107,354
Adjustments to reconcile net
income to net cash
Depreciation 111,866 102,081 96,701
Deferred income taxes 10,793 6,087 11,760
Investment tax credits, net (4,913) (4,139) (4,969)
Allowance for funds used
during construction (3,681) (1,104) (1,098)
Deferred fuel cost (10,018) 2,030 (3,358)
Fuel cost settlement 10,000 -- --
Refund to customers (7,572) -- --
Receivables, less allowance
for uncollectibles (3,941) 2,502 (719)
Inventories 8,443 15,022 8,004
Taxes accrued 2,121 2,556 (3,561)
Accounts payable 6,088 16,757 (5,837)
Other (306) 5,528 1,050
225,528 258,105 205,327
CASH FLOWS FROM
INVESTING ACTIVITIES
Capital expenditures (205,642) (156,307) (169,626)
Allowance for funds used
during construction 3,681 1,104 1,098
Short-term investments 1,718 (1,727) (24)
(200,243) (156,930) (168,552)
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from contributed
capital from parent 37,000 14,000 68,007
Proceeds from long-term debt 15,636 75,000 --
Repayment of long-term debt (48,000) (235) (643)
Net increase (decrease) in
short-term debt 52,300 (60,100) 9,000
Dividends (105,982) (109,947) (104,856)
(49,046) (81,282) (28,492)
Net increase (decrease)
in cash and cash equivalents (23,761) 19,893 8,283
Cash and cash equivalents at
beginning of year 28,260 8,367 84
Cash and cash equivalents at
end of year $ 4,499 $ 28,260 $ 8,367
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ 43,540 $ 42,257 $ 46,113
Income taxes $ 51,426 $ 55,781 $ 55,185
The accompanying notes are an integral part of the financial
statements.
21
<PAGE>
STATEMENTS OF RETAINED EARNINGS
(thousands of dollars)
Year ended Dec. 31, 1993 1992 1991
BALANCE, BEGINNING OF YEAR $182,273 $181,435 $178,937
Add-Net income 106,648 110,785 107,354
288,921 292,220 286,291
Deduct-Cash dividends on
capital stock
Preferred 3,568 3,567 3,568
Common 102,414 106,380 101,288
105,982 109,947 104,856
BALANCE, END OF YEAR $182,939 $182,273 $181,435
STATEMENTS OF CAPITALIZATION
<TABLE>
<CAPTION>
Outstanding Dec. 31, 1993 Cash Dividends
Paid in 1993(1)
Current
Redemption Per
CAPITAL STOCK Price Shares Amount(2) Share Amount(2)
<S> <C> <C> <C> <C> <C>
Common stock-Without par value
25 million shares authorized N/A 10 $664,631 N/A $102,414
Preferred stock-Par value $100
1.5 million shares authorized
4.32% Cumulative, Series A $103.75 49,600 $ 4,960 $4.32 $ 214
4.16% Cumulative, Series B $102.875 50,000 5,000 $4.16 208
4.58% Cumulative, Series D $101.00 100,000 10,000 $4.58 458
8.00% Cumulative, Series E $102.00 149,960 14,996 $8.00 1,200
7.44% Cumulative, Series F $101.00 200,000 20,000 $7.44 1,488
$ 54,956 $ 3,568
Preferred stock-No par
2.5 million shares authorized, none outstanding.
Preference stock-No par
2.5 million shares authorized, none outstanding.
_________________
<FN>
(1) Quarterly dividends paid on Feb. 15, May 15, Aug. 15 and Nov. 15.
(2) Thousands of dollars.
</TABLE>
The accompanying notes are an integral part of the financial
statements.
22 <PAGE>
STATEMENTS OF CAPITALIZATION (continued)
At Dec. 31, 1993, preferred stock had a carrying amount of $55.0
million and an estimated fair market value of $49.8 million. The
estimated fair market value of preferred stock was based on quoted
market prices.
(thousands of dollars)
LONG-TERM DEBT OUTSTANDING AT DEC. 31, Due 1993 1992
First mortgage bonds (issuable in series)
4 1/2% 1993 $ -- $ 48,000
5 1/2% 1996 25,000 25,000
7 1/4% 1998 -- 30,000
7 1/4% 2001 -- 35,000
7 3/8% 2002 -- 40,000
8 1/2% 2004 -- 50,000
7 3/4% 2022 75,000 75,000
5 3/4% 2000 80,000 --
6 1/8% 2003 75,000 --
Installment contracts payable(1)
5 3/4% 2007 24,920 24,920
7 7/8% Refunding bonds(2) 2021 25,000 25,000
8% Refunding bonds(2) 2022 100,000 100,000
9.9%(3) 2011-2014 85,950 85,950
Variable rate: 2.12% for 1993
and 2.55% for 1992(4) 2025 51,605 51,605
Variable rate: 2.12% for 1993
and 2.49% for 1992(4) 2018 54,200 54,200
Variable rate: 2.28% for 1993(4)(5) 2020 15,636--
Unamortized debt premium 16 192
612,327 644,867
Less amount due within one year(6) 1,245 49,800
TOTAL LONG-TERM DEBT $611,082 $595,067
Maturities and annual sinking fund requirements of long-term debt
for the years 1995, 1996, 1997 and 1998 are $1.3 million, $26.0
million, $1.0 million, and $1.1 million, respectively. Of these
amounts $1.0 million for 1995 and $0.8 million per year for 1996
through 1998 may be satisfied by the substitution of property in lieu
of cash payments.
Substantially all of the property, plant and equipment of the
company is pledged as collateral.
___________________________
(1) Tax-exempt securities.
(2) Proceeds of these bonds were used to refund bonds with interest
rates of 11 5/8%-12 5/8%. For accounting purposes, interest
expense has been recorded using blended rates of 8.28%-8.66% on
the original and refunding bonds, consistent with regulatory
treatment.
(3) Under a financing arrangement entered into in July 1993, new tax-
exempt bonds will be issued in December 1994 to refund this
outstanding series when it becomes eligible for refunding. The
new refunding series bears an interest rate of 6.25%. For
accounting purposes, interest expense has been recorded using a
blended rate of the outstanding and refunding bonds from July
1993 forward, consistent with regulatory treatment.
(4) Composite year-end interest rate.
(5) This amount is recorded net of $4.4 million on deposit with
trustee. Composite year-end interest rate of 2.47% for 1993.
23
<PAGE>
(6) Of the amount due in 1994, $1.0 million may be satisfied by the
substitution of property in lieu of cash payments.
The accompanying notes are an integral part of the financial
statements.
24
<PAGE>
STATEMENTS OF CAPITALIZATION (continued)
At Dec. 31, 1993, total long-term debt had a carrying amount of
$611.1 million and an estimated fair market value of $658 million.
The estimated fair market value of long-term debt was based on quoted
market prices for the same or similar issues, on the current rates
offered for debt of the same remaining maturities, or for long-term
issues with variable rates that approximate market rates, at carrying
amounts. The carrying amount of long-term debt due within one year
approximated fair market value because of the short maturity of these
instruments.
The company entered into an interest rate exchange agreement to
reduce the cost of $100 million of fixed rate long-term debt. The
debt has been refinanced but the exchange agreement will remain in
effect until January 1996. The benefit derived from the exchange
agreement could range up to $2.3 million depending on floating rate
levels. The benefits of this agreement are at risk only in the event
of nonperformance by the other party to this agreement or if the
floating rate reaches 12.55%. The company does not anticipate
nonperformance by the other party. The benefit of the interest rate
exchange is used to reduce interest expense. The reduction was $2.3
million per year in 1993, 1992 and 1991.
At Dec. 31, 1993, this interest rate exchange agreement had an
estimated fair market value of $4.4 million. Estimated fair market
value was based on the expected realizable value to the company if the
agreement were terminated.
The accompanying notes are an integral part of the financial
statements.
25
<PAGE>
NOTES TO FINANCIAL STATEMENTS
A. Summary of Significant Accounting Policies
Basis of Accounting
The company maintains its accounts in accordance with recognized
policies prescribed or permitted by the Florida Public Service
Commission (FPSC) and the Federal Energy Regulatory Commission (FERC).
These policies conform with generally accepted accounting principles
in all material respects.
The impact of Financial Accounting Standard (FAS) No. 71,
Accounting for the Effects of Certain Types of Regulation, has been
minimal in the company's experience, but when cost recovery is ordered
over a longer period than a fiscal year, costs are recognized in the
period that the regulatory agency recognizes them in accordance with
FAS 71.
The company's retail and wholesale businesses are regulated by
the FPSC and the FERC, respectively. Prices allowed by both agencies
are generally based on recovery of prudent costs incurred plus a
reasonable return on invested capital.
Revenues and Fuel Costs
Revenues include amounts resulting from cost recovery clauses
which provide for monthly billing charges to reflect increases or
decreases in fuel, purchased capacity, oil backout and conservation
costs. These adjustment factors are based on costs projected by the
company for a six-month period. Any over-recovery or under-recovery
of costs plus an interest factor are refunded or billed to customers
during the subsequent six-month period. Over-recoveries of costs are
recorded as deferred credits and under-recoveries of costs are
recorded as deferred debits.
Certain other costs incurred by the company are allowed to be
recovered from customers through prices approved in the regulatory
process. These costs are recognized as the associated revenues are
billed.
The company accrues base revenues for services rendered but
unbilled to provide a closer matching of revenues and expenses.
On Oct. 27, 1992, pursuant to FPSC approval, the Gannon Project
Trust was terminated and the Trust's net assets and debt were placed
on the company's balance sheet. At that time, the net assets of the
Trust totaled $54.2 million, which included $140.3 million of
property, plant and equipment, $87.6 million of accumulated
depreciation and $1.5 million of other assets and liabilities.
Concurrently, the Hillsborough County Industrial Development Authority
issued $54.2 million of variable-rate Pollution Control Revenue
Refunding Bonds due May 15, 2018 for the benefit of Tampa Electric,
the proceeds of which were used to redeem all of the outstanding debt
of the Gannon Project Trust. The effect of this non-cash transaction
has been netted to arrive at capital expenditures and proceeds from
long-term debt in the Statements of Cash Flows.
26
<PAGE>
In February 1993, the FPSC approved an agreement between the
company and the Office of Public Counsel that resolved all issues
relating to prices for coal purchased in the years 1990 through 1992
by the company from its affiliate, Gatliff Coal, a subsidiary of TECO
Coal. The company recognized a $10-million liability in February 1993
and agreed to return this amount plus interest during the 12-month
period effective April 1, 1993. The $10 million charge related to
this agreement is classified in "Other income (expense)" on the income
statement.
Depreciation
The company provides for depreciation primarily by the straight-
line method at annual rates that amortize the original cost, less net
salvage, of depreciable property over its estimated service life. The
provision for utility plant in service, expressed as a percentage of
the original cost of depreciable property, was 4.2% for 1993, 1992 and
1991.
The original cost of utility plant retired or otherwise disposed
of and the cost of removal less salvage are charged to accumulated
depreciation.
Deferred Income Taxes
Effective Jan. 1, 1993, the company adopted FAS 109, which
changed the requirements for accounting for income taxes. Although
FAS 109 retains the concept of comprehensive interperiod income tax
allocation, it adopts the liability method in the measurement of
deferred income taxes rather than the deferred method. Under the
liability method, the temporary differences between the financial
statement and tax bases of assets and liabilities are reported as
deferred taxes measured at current tax rates. Since the company is a
regulated enterprise and reflects the expected regulatory treatment,
the adoption of FAS 109 resulted in certain adjustments to accumulated
deferred income taxes and the establishment of a corresponding
regulatory tax liability reflecting the amount payable to customers
through future rates and had no effect on earnings.
Investment Tax Credits
Investment tax credits have been recorded as deferred credits and
are being amortized to income tax expense over the service lives of
the related property.
Allowance for Funds Used During Construction (AFUDC)
AFUDC is a non-cash credit to income with a corresponding charge
to utility plant which represents the cost of borrowed funds and a
reasonable return on other funds used for construction. The rate used
to calculate AFUDC is revised periodically to reflect significant
changes in the company's cost of capital. The rate was 7.70% for 1993
and 7.93% for 1992 and 1991. The base on which AFUDC is calculated
excludes construction work in progress which has been included in rate
base.
27
<PAGE>
Cash and Cash Equivalents
Cash equivalents are all highly liquid debt instruments purchased
with a maturity of three months or less. The carrying amount of cash
equivalents approximated fair market value because of the short
maturity of these instruments.
Investments
Short-term investments consist of various equity investments,
stated at lower of aggregate cost or market. Income from short-term
investments is recognized when realized, with the exception of net
unrealized losses that are recognized currently in order to reflect
these investments at the lower of cost or market. Net unrealized gains
are not recognized until they are realized. Realized gains and losses
are determined on the specific identification cost basis. The carrying
amount of these investments approximated fair market value because of
their short holding period.
Reclassifications
Certain 1992 and 1991 amounts were reclassified to conform with
current year presentation.
B. Common Stock
The company is a wholly owned subsidiary of TECO Energy, Inc.
Common Stock Issue
Shares Amount Expense
(thousands of dollars)
Balance Dec. 31, 1990 10 $547,316 $1,692
Contributed capital from parent 68,007 --
Balance Dec. 31, 1991 10 615,323 1,692
Contributed capital from parent 14,000 --
Balance Dec. 31, 1992 10 629,323 1,692
Contributed capital from parent 37,000 --
Balance Dec. 31, 1993 10 $666,323 $1,692
C. Retained Earnings
The company's Restated Articles of Incorporation and certain of
the company's first mortgage bond issues contain provisions that limit
the dividend payment on the company's common stock and the purchase or
retirement of the company's capital stock. At Dec. 31, 1993,
substantially all of the company's retained earnings were available
for dividends on its common stock.
D. Retirement Plan
The company is a participant in the comprehensive retirement
plan of TECO Energy, which has a non-contributory defined benefit
retirement plan which covers substantially all employees. Benefits are
based on employees' years of service and average final salary.
TECO Energy's policy is to fund the plan within the guidelines
set by ERISA for the minimum annual contribution and the maximum
allowable as a tax deduction by the IRS. The company's share of
pension expense was $1.1 million for 1993 and $1.8 million for 1992
28
<PAGE>
and 1991. About 62 percent of plan assets were invested in common
stocks and 38 percent in fixed income investments at Dec. 31, 1993.
Components of net pension expense, reconciliation of the funded
status and the accrued pension prepayment are presented below for TECO
Energy consolidated.
Components of net pension expense
(thousands of dollars)
1993 1992 1991
Service cost (benefits earned
during the period) $ 7,665 $ 7,347 $ 6,873
Interest cost on projected benefit
obligations 15,052 14,063 12,695
Less: Return on plan assets
Actual 30,495 25,896 39,216
Less net amortization of unrecognized
transition asset and deferred return 10,284 7,696 22,730
Net return on assets 20,211 18,200 16,486
Net pension expense $ 2,506 $ 3,210 $ 3,082
Reconciliation of the funded status of the retirement plan and the
accrued pension prepayment
(thousands of dollars)
Dec. 31, Dec. 31,
1993 1992
Fair market value of plan assets $254,253 $224,350
Projected benefit obligation (207,282) (177,378)
Excess of plan assets over projected
benefit obligation 46,971 46,972
Less unrecognized net gain from past
experience different from that assumed 36,426 43,252
Less unrecognized prior service cost (8,858) (9,441)
Less unrecognized net transition asset
(being amortized over 19.5 years) 11,472 12,469
Accrued pension prepayment $ 7,931 $ 692
Accumulated benefit obligation
(including vested benefits of $151,213
for 1993 and $124,133 for 1992) $169,212 $138,386
Assumptions used in determining actuarial valuations
Discount rate to determine projected
benefit obligation 7.75% 8.75%
Rates of increase in compensation levels 3.3-5.3% 4.0-6.2%
Plan asset growth rate through time 9% 9%
29
<PAGE>
E. Postretirement Benefit Plan
The company currently provides certain postretirement health care
benefits for substantially all employees retiring after age 55 meeting
certain service requirements. The company contribution toward health
care coverage for most employees retiring after Jan. 1, 1990 is
limited to a defined dollar benefit based on years of service.
Postretirement benefit levels are substantially unrelated to salary.
The company reserves the right to terminate or modify the plan in
whole or in part at any time.
In 1993, the company adopted FAS 106 that requires postretirement
benefits be recognized as earned by employees rather than recognized
as paid. Prior to 1993, the cost of these benefits was recognized as
benefits were paid and amounted to $2.2 million for eligible retirees
in 1992 and $1.9 million for eligible retirees in 1991.
Components of postretirement benefit cost (thousands of dollars)
1993
Service cost (benefits earned during the period) $1,207
Interest cost on projected benefit obligations 3,616
Amortization of transition obligation
(straight line over 20 years) 2,063
Net periodic postretirement benefit expense $6,886
Reconciliation of the funded status of the postretirement benefit plan
and the accrued liability (thousands of dollars)
Dec. 31,
1993
Accumulated postretirement benefit obligation
Active employees eligible to retire $ 8,324
Active employees not eligible to retire 18,232
Retirees and surviving spouses 20,699
47,255
Less unrecognized net loss from past experience 3,497
Less unrecognized transition obligation 39,199
Accrued postretirement liability $ 4,559
Assumptions used in determining actuarial valuation
Discount rate to determine projected benefit obligation 7.75%
The assumed health care cost trend rate for medical costs prior
to age 65 was 12.0% in 1993 and decreases to 6.0% in 2002 and
thereafter. The assumed health care cost trend rate for medical costs
after age 65 was 8.5% in 1993 and decreases to 6.0% in 2002 and
thereafter.
30 <PAGE>
A 1 percent increase in the medical trend rates would produce an
11 percent ($517,000) increase in the aggregate service and interest
cost for 1993 and a 9 percent ($4.2 million) increase in the
accumulated postretirement benefit obligation as of Dec. 31, 1993.
F. Income Tax Expense
The company is included in the filing of a consolidated Federal
income tax return with its parent and affiliates. The company's income
tax expense is based upon a separate return computation. Income tax
expense consists of the following components:
(thousands of dollars) Federal State Total
1993
Currently payable $ 43,616 $ 7,647 $ 51,263
Deferred 9,368 1,425 10,793
Amortization of investment tax
credits (4,912) -- (4,912)
Total income tax expense $ 48,072 $ 9,072 57,144
Included in other income, net (3,415)
Included in operating expenses $ 60,559
1992
Currently payable $ 50,851 $ 8,930 $ 59,781
Deferred 5,187 900 6,087
Investment tax credits (2) -- (2)
Amortization of investment tax
credits (4,138) -- (4,138)
Total income tax expense $ 51,898 $ 9,830 61,728
Included in other income, net (81)
Included in operating expenses $ 61,809
1991
Currently payable $ 43,462 $ 7,444 $ 50,906
Deferred 9,734 2,026 11,760
Investment tax credits 5 - 5
Amortization of investment tax
credits (4,973) - (4,973)
Total income tax expense $ 48,228 $ 9,470 $ 57,698
Included in other income, net (365)
Included in operating expenses $ 58,063
The company adopted FAS 109 as of Jan. 1, 1993 and elected not to
restate the prior years financial statements. Deferred taxes result
from temporary differences in the recognition of certain liabilities
or assets for tax and financial reporting purposes.
31
<PAGE>
The principal components of the company's deferred tax assets and
liabilities recognized in the balance sheet are as follows:
Dec. 31, 1993
Deferred tax assets(1)
Property related $ 25,766
Leases 5,306
Insurance reserve 2,485
Early capacity payments 2,565
Other 923
Total deferred income tax assets 37,045
Deferred income tax liabilities(1)
Property related (285,291)
Other (7,282)
Total deferred income tax liabilities (292,573)
Accumulated deferred income taxes $(255,528)
_________________
(1) Certain property related assets and liabilities have been netted.
Deferred tax expense results from timing differences in the
recognition of certain expenses or revenues for tax and financial
reporting purposes. The source of these differences and the tax effect
of each for 1992 and 1991 are as follows:
1992 1991
Tax depreciation in excess of
book depreciation $11,679 $13,125
(Over-recovery)/under-recovery of fuel costs (834) 1,302
Coal contract buyout (1,279) (5,323)
Construction-related items capitalized
for tax purposes (1,474) (1,378)
Other (2,005) 4,034
$ 6,087 $11,760
The total income tax provisions differ from amounts computed by
applying the federal statutory tax rate to income before income taxes
for the following reasons:
1993 1992 1991
Net income $106,648 $110,785 $107,354
Total income tax provision 57,144 61,728 57,698
Income before income taxes $163,792 $172,513 $165,052
Income taxes on above at federal
statutory rate (35% for 1993
and 34% for 1992 and 1991) $ 57,327 $ 58,654 $ 56,118
Increase (decrease) due to State
income tax, net of federal
income tax 5,921 6,515 6,270
Amortization of investment tax
credits (4,912) (4,138) (4,973)
Other (1,192) 697 283
Total income tax provision $ 57,144 $ 61,728 $ 57,698
Provision for income taxes as
a percent of income before
income taxes 34.9% 35.8% 35.0%
32
<PAGE>
G. Short-Term Debt
Notes payable at Dec. 31, 1993 consisted exclusively of
commercial paper. The carrying amount of notes payable approximated
fair market value because of the short maturity of these instruments.
Unused lines of credit at Dec. 31, 1993 were $140 million. Certain
lines of credit require commitment fees of .15% on the unused
balances.
H. Related Party Transactions (thousands of dollars)
Net transactions with affiliates are as follows:
1993 1992 1991
Fuel related $190,495 $190,085 $200,154
Administrative and general, net $ 14,510 $ 10,358 $ 8,733
Other, net $ -- $ -- $ 10
Amounts due from or to affiliates of the company at year-end are
as follows:
1993 1992
Accounts receivable $ 1,720 $ 516
Accounts payable $ 20,693 $ 24,044
Accounts receivable and accounts payable were incurred in the
ordinary course of business and do not bear interest.
I. Commitments and Contingencies
The company has made certain commitments in connection with its
continuing capital improvements program. The company's capital
expenditures are estimated to be $247 million for 1994 and $1 billion
for 1995 through 1998 for equipment and facilities to meet customer
growth and for construction of additional generating capacity to be
placed in service in 1996. The company plans to build a 250-megawatt
coal-gasification plant (Polk Unit One) with a capital cost of about
$440 million, net of $100 million in construction funding from the
Department of Energy under its Clean Coal Technology Program. Tampa
Electric spent $71 million on this project in 1993 and expects to
spend $100 million in 1994, $215 million in 1995 and the remainder in
1996. At the end of 1993, Tampa Electric had outstanding commitments
of approximately $150 million for the construction of Polk Unit One.
33
<PAGE>
<TABLE>
SCHEDULE V
PROPERTY, PLANT AND EQUIPMENT
Year ended Dec. 31,
(thousands of dollars)
<CAPTION>
Column A Column B Column C Column D Column E Column F
Balance at Additions Balance at
beginning at Other end of
Classification of period costRetirements changes period
1993
<S> <C> <C> <C> <C> <C> <C>
Utility plant in service
Intangibles $ 14,675 $ 1,097 $ 7,187 $ -- $ 8,585
Production
Steam 1,440,347 40,485 20,973 -- 1,459,859
Other 84,667 169 2 (13) 84,821
Transmission 209,269 15,085 2,723 739 222,370
Distribution 737,457 49,501 9,805 (676) 776,477
General 212,875 20,686 12,021 -- 221,540
2,699,290 127,023 52,711 50 2,773,652
Plant held for future use 36,792 20,561 -- (50) 57,303
2,736,082 147,584 52,711 -- 2,830,955
Construction work in progress 40,128 53,880(1) -- -- 94,008
$2,776,210 $201,464 $ 52,711 $ -- $2,924,963
__________________
<FN>
(1) Net of transfers to plant in service.
</TABLE>
34
<PAGE>
<TABLE>
SCHEDULE V
PROPERTY, PLANT AND EQUIPMENT
Year ended Dec. 31,
(thousands of dollars)
<CAPTION>
Column A Column B Column C Column D Column E Column F
Balance at Additions Balance at
beginning at Other end of
Classification of period cost Retirements changes period
1992
Utility plant in service
<S> <C> <C> <C> <C> <C>
Intangibles $ 14,288 $ 1,197 $ 810 $ -- $ 14,675
Production
Steam 1,278,136 180,761 18,550 -- 1,440,347
Other 82,553 2,707 593 -- 84,667
Transmission 192,390 15,382 3,479 4,976 209,269
Distribution 697,100 52,595 7,831 (4,407) 737,457
General 199,478 18,772 5,610 235 212,875
2,463,945 271,414 36,873 804 2,699,290
Plant held for future use 36,636 960(1) -- (804) 36,792
2,500,581 272,374 36,873 -- 2,736,082
Construction work in progress 18,698 21,430(1) -- -- 40,128
$2,519,279 $293,804(2) $ 36,873 $ -- $2,776,210
__________________
<FN>
(1) Net of transfers to plant in service.
(2) Additions at cost include the Gannon Project Trust assets transferred to the company of
$140.3 million.
</TABLE>
35 <PAGE>
<TABLE>
SCHEDULE V
PROPERTY, PLANT AND EQUIPMENT
Year ended Dec. 31,
(thousands of dollars)
<CAPTION>
Column A Column B Column C Column D Column E Column F
Balance at Additions Balance at
beginning at Other end of
Classification of period cost Retirements changes period
1991
Utility plant in service
<S> <C> <C> <C> <C> <C>
Intangibles $ 12,943 $ 1,345 $ -- $ -- $ 14,288
Production
Steam 1,248,376 43,151 13,391 -- 1,278,136
Other 23,003 60,558 1,008 -- 82,553
Transmission 172,252 21,737 1,468 (131) 192,390
Distribution 659,339 44,688 7,058 131 697,100
General 183,792 21,526 5,840 -- 199,478
2,299,705 193,005 28,765 -- 2,463,945
Plant held for future use 34,765 1,871(1) -- -- 36,636
2,334,470 194,876 28,765 -- 2,500,581
Construction work in progress 18,354 344(1) -- -- 18,698
$2,352,824 $195,220(2) $28,765 $ -- $2,519,279
__________________
<FN>
(1) Net of transfers to plant in service.
(2) Additions at cost include the Sebring acquisition of $67.4 million.
</TABLE>
36 <PAGE>
<TABLE>
SCHEDULE VI
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
Year ended Dec. 31,
(thousands of dollars)
<CAPTION>
Column A Column B Column C Column D Column E Column F
Additions
charged
Balance at to costs Balance at
beginning and Other end of
Description of period expenses Retirements changes period
1993
Utility plant in service
<S> <C> <C> <C> <C> <C>
Intangibles $ 11,034 $ 1,603 $ 7,187 $ -- $ 5,450
Production
Steam 600,793 51,768 24,275 30 628,316
Other 49,083 3,244 19 -- 52,308
Transmission 59,869 7,319 3,466 97 63,819
Distribution 207,949 28,026 10,265 (97) 225,613
General 66,888 22,244 11,659 -- 77,473
$995,616 114,204 $56,871 $ 30(2)$1,052,979
Depreciation charged to
clearing accounts (2,338)(1)
$111,866
__________________
<FN>
(1) Depreciation charged initially to clearing accounts and subsequently distributed to
various accounts.
(2) 1993 interest synchronization included in steam production.
</TABLE>
37
<PAGE>
<TABLE>
SCHEDULE VI
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
Year ended Dec. 31,
(thousands of dollars)
<CAPTION>
Column A Column B Column C Column D Column E Column F
Additions
charged
Balance at to costs Balance at
beginning and Other end of
Description of period expenses Retirements Changes period
1992
<S> <C> <C> <C> <C> <C>
Utility plant in service
Intangibles $ 10,252 $ 1,592 $ 810 $ -- $ 11,034
Production
Steam 494,867 45,407 21,882 82,401 600,793
Other 40,809 3,253 596 5,617 49,083
Transmission 55,051 6,676 3,670 1,812 59,869
Distribution 190,352 26,625 7,337 (1,691) 207,949
General 51,598 20,823 5,503 (30) 66,888
$842,929 104,376 $39,798 $88,109(2) $995,616
Depreciation charged to
clearing accounts (2,295)(1)
$102,081
__________________
<FN>
(1) Depreciation charged initially to clearing accounts and subsequently distributed to
various accounts.
(2) Includes accumulated depreciation of $87.6 million for the Gannon Project Trust assets
transferred to the company and $.4 million for 1992 interest synchronization included in
Steam Production.
</TABLE>
38
<PAGE>
<TABLE>
SCHEDULE VI
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
Year ended Dec. 31,
(thousands of dollars)
<CAPTION>
Column A Column B Column C Column D Column E Column F
Additions
charged
Balance at to costs Balance at
beginning and Other end of
Description of period expenses Retirements Changes period
1991
<S> <C> <C> <C> <C> <C>
Utility plant in service
Intangibles $ 8,717 $ 1,535 $ -- $ -- $ 10,252
Production
Steam 462,596 44,415 15,111 2,967 494,867
Other 14,130 2,718 1,017 24,978 40,809
Transmission 49,392 5,983 1,925 1,601 55,051
Distribution 173,592 25,143 8,445 62 190,352
General 38,005 19,087 5,494 -- 51,598
746,432 98,881 31,992 29,608 842,929
Interest synchronization true-up(2) 420 -- -- (420) --
$746,852 98,881 $31,992 $29,188(3) $842,929
Depreciation charged to
clearing accounts (2,180)(1)
$96,701
__________________
<FN>
(1) Depreciation charged initially to clearing accounts and subsequently distributed to
various accounts.
(2) Per FPSC Docket No. 910686-EI, Tampa Electric Company, 1991 Depreciation Study, interest
synchronization was allocated to Steam Production.
(3) Includes accumulated depreciation of $28.8 million for the Sebring acquisition.
</TABLE>
39 <PAGE>
<TABLE>
SCHEDULE IX
SHORT-TERM BORROWINGS
Year ended Dec. 31,
(thousands of dollars)
<CAPTION>
Column A Column B Column C Column D Column E Column F
Maximum Average Weighted
Category of Weighted amount amount average
aggregate Balance average outstanding outstanding interest rate
short-term at end of interest during the during the during the
borrowings period rate period period period(2)
Commercial paper(1)
<S> <C> <C> <C> <C> <C>
1993 $81,500 3.31% $ 83,600 $38,727 3.20%
1992 $29,200 3.57% $102,200 $73,222 3.99%
1991 $89,300 4.64% $125,400 $92,102 6.35%
__________________
<FN>
(1) Commercial paper has specific due dates.
(2) Total interest expense divided by average daily amount outstanding (Column E).
</TABLE>
40
<PAGE>
SCHEDULE X
SUPPLEMENTARY INCOME STATEMENT INFORMATION
Year ended Dec. 31,
(thousands of dollars)
Column A Column B
Charged to costs and expenses
Item 1993 1992 1991
1. Maintenance and repairs $71,397 $68,501 $65,535
3. Taxes-Other than income taxes,
are classified as follows:
Real and personal property $31,664 $28,383 $28,002
State gross receipts 23,101 21,769 18,776
FICA 10,563 10,235 9,940
Local franchise 18,796 18,485 18,230
Other 1,536 1,828 1,631
85,660 80,700 76,579
Charged to utility tax expense 83,513 78,626 74,581
Charged to other accounts $ 2,147 $ 2,074 $ 1,998
__________________
The information called for in items 2, 4 and 5 of this schedule were
charged to operating expenses and were not material.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
During the period from Jan. 1, 1992 to the date of this report,
the company has not had and has not filed with the Commission a report
as to any changes in or disagreements with accountants, accounting
principles or practices, or financial statement disclosure.
41
<PAGE>
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Information concerning Directors of Tampa Electric is as
follows:
Principal Occupation During
Last Five Years and Director
Name Age Other Directorships Held Since
DuBose Ausley 56 Chairman, Macfarlane, Ausley, 1992
Ferguson & McMullen (attorneys),
Tallahassee, Florida; formerly
President, Ausley, McMullen,
McGehee, Carothers & Proctor,
P.A. (attorneys), Tallahassee,
Florida; also a director Sprint
Corporation and Capital City Bank
Group Inc.
Sara L. Baldwin 62 Private Investor; formerly 1980
Vice President, Baldwin and
Sons, Inc. (insurance agency),
Tampa, Florida
Hugh L. Culbreath 72 Retired; Formerly Chairman of 1971
the Board of TECO Energy, Inc.
and Tampa Electric Company
James L. Ferman, Jr. 50 President, Ferman Motor Car 1985
Company, Inc. (automobile
dealerships), Tampa, Florida
Edward L. Flom 64 Retired; Formerly Chairman 1980
of the Board and Chief Executive
Officer, Florida Steel
Corporation (production and
fabrication of steel products),
Tampa, Florida; also a director
of Outback Steakhouse, Inc.
Henry R. Guild, Jr. 65 President and Director, Guild, 1980
Monrad & Oates, Inc. (private
trustees and family investment
advisers), Boston, Massachusetts
Timothy L. Guzzle 57 Chairman of the Board, 1988
President and Chief Executive
Officer, TECO Energy, Inc.;
formerly Chief Operating Officer
of TECO Energy, Inc.; also a
director of NationsBank Corporation
42
<PAGE>
Charles H. Ross, Jr. 56 Executive Vice President 1987
Emeritus of Merrill Lynch &
Co., Inc., New York, New York;
also a director of Merrill Lynch
Ready Assets Trust, Merrill Lynch
Capital Fund, Inc. and Enhance
Financial Services Group, Inc.
Robert L. Ryan 50 Senior Vice President and 1991
Chief Financial Officer,
Medtronic, Inc. (medical
devices manufacturer),
Minneapolis, Minnesota;
formerly Vice President-Finance,
Union Texas Petroleum Holdings,
Inc. (independent oil and gas
exploration and production),
Houston, Texas; also a director
of Riverwood International
Corporation and Inter-Regional
Financial Group, Inc.
J. Thomas Touchton 55 Managing Partner, The 1987
Witt-Touchton Company (private
investment partnership), Tampa,
Florida; also a director of
19 Merrill Lynch-sponsored
mutual funds
John A. Urquhart 65 President, John A. Urquhart 1991
Associates (management
consultants) Fairfield,
Connecticut; formerly Senior
Vice President, G. E. Industrial
& Power Systems, General Electric
Company; also a director of Enron
Corp., Hubbell, Inc. and Aquarion
Company
James O. Welch, Jr. 62 Retired; formerly Vice Chairman, 1976
RJR Nabisco, Inc. and Chairman,
Nabisco Brands, Inc.; also a
director of Vanguard Group of
Investment Companies
The term of office of each director extends to and expires at
the next annual meeting of shareholders, scheduled to be held on
April 19, 1994, and until a successor is elected and qualified. At
present, all the directors of the company are also directors of TECO
Energy.
43
<PAGE>
(b) Information concerning the current executive officers of the
company is as follows:
Current Positions and
Principal Occupations
Name Age During Last Five Years
Timothy L. Guzzle 57 Chairman of the Board and
Chief Executive Officer, 1991
to date; also Chairman of the
Board, President and Chief
Executive Officer of TECO
Energy, Inc.
Girard F. Anderson 62 President and Chief Operating
Officer; also Executive Vice
President-Utility Operations
of TECO Energy, Inc.
William N. Cantrell 41 Vice President-Energy
Resources Planning, 1991 to
date; and prior thereto, Vice
President-Regulatory Affairs.
Lester L. Lefler 53 Vice President-Controller.
Alan D. Oak 47 Vice President, Treasurer and
Chief Financial Officer 1992
to date; and prior thereto
Chief Financial Officer; also
Senior Vice President-Finance,
Treasurer and Chief Financial
Officer of TECO Energy, Inc.
William T. Snyder, Jr. 56 Vice President-Customer
Services and Marketing.
Keith S. Surgenor 46 Vice President-Human
Resources; also Vice
President-Human
Resources of TECO Energy, Inc.
Robert F. Tomczak 58 Vice President-Production,
Operations and Maintenance.
Harry I. Wilson 55 Vice President-Transmission
and Distribution.
There is no family relationship between any of the persons named
in response to Item 10. The term of office of each officer extends to
and expires at the meeting of the Board of Directors following the
next annual meeting of shareholders, scheduled to be held on April 19,
1994, and until a successor is elected and qualified.
44
<PAGE>
Item 11. EXECUTIVE COMPENSATION.
The following tables set forth certain compensation information for
the Chief Executive Officer of the company and each of the four other
most highly compensated executive officers of the company. The share
amounts reported below have been restated to reflect the two-for-one
stock split on August 30, 1993.
45 <PAGE>
<TABLE>
Summary Compensation Table
<CAPTION>
Long-term
Compensation
Annual Awards All Other
Name and Compensation Shares Underlying Compensatio
Principal Position Year Salary Bonus Options/SARs(#)(1) (2)
<S> <C> <C> <C> <C> <C>
Timothy L. Guzzle(3) 1993 $443,750 $194,000 40,000 $28,267
Chairman of the Board 1992 421,250 176,000 40,000 26,248
Chief Executive Officer 1991 401,250 161,000 40,000 24,025
Girard F. Anderson(3) 1993 284,750 110,000 24,000 23,290
President and Chief 1992 258,750 100,000 24,000 21,333
Operating Officer 1991 234,000 95,000 24,000 18,498
Alan D. Oak(3) 1993 192,875 74,000 13,000 12,843
Vice President, 1992 184,875 68,000 13,000 12,039
Treasurer and Chief 1991 177,500 62,000 13,000 11,222
Financial Officer
Keith S. Surgenor(3) 1993 179,500 60,000 12,000 11,986
Vice President- 1992 170,500 53,000 12,000 11,175
Human Resources 1991 163,750 52,000 12,000 10,428
Robert F. Tomczak 1993 133,500 34,000 4,600 8,931
Vice President- 1992 128,000 31,000 5,000 11,261
Production, Operations 1991 123,750 28,000 5,000 10,440
and Maintenance
_________________
<FN>
(1) Limited stock appreciation rights were awarded in tandem with options granted. See
Footnote (1) under "Option/SAR Grants In Last Fiscal Year" below.
(2) The reported amounts for 1993 consist of $924 of premiums paid by the company to the
Executive Supplemental Life Insurance Plan for each of the named executive officers, with
the balance in each case being employer contributions under the TECO Energy Group
Retirement Savings Plan and Excess Retirement Savings Plan.
(3) Includes compensation for services as an officer of TECO Energy.
</TABLE>
The Compensation Committee of the TECO Energy Board may
award options to purchase common stock of TECO Energy and
stock appreciation rights (SARs) to officers and key
employees of TECO Energy and its subsidiaries, including the
company. Information for 1993 with respect to stock options
46 <PAGE>
and stock appreciation rights granted or exercised by the
executive officers named in the "Summary Compensation Table"
is set forth in the following two tables.
<TABLE>
Option/SAR Grants In Last Fiscal Year
Individual Grants
<CAPTION>
Number of %of Total
Shares Options/SARs Exercise Grant
Underlying Granted To or Base Date
Options/SARs Employees In Price Expiration Present
Name Granted(1) Fiscal Year Per Share Date Value(2)
<S> <C> <C> <C> <C> <C>
Timothy L. Guzzle 40,000 9.62% $23.5625 4/19/2003 $136,663
Girard F. Anderson 24,000 5.77% $23.5625 4/19/2003 $ 81,998
Alan D. Oak 13,000 3.13% $23.5625 4/19/2003 $ 44,415
Keith S. Surgenor 12,000 2.88% $23.5625 4/19/2003 $ 40,999
Robert F. Tomczak 4,600 1.11% $23.5625 4/19/2003 $ 15,716
_________________
<FN>
(1) Stock appreciation rights which can only be exercised during limited periods following a
change in control of TECO Energy (LSAR) were awarded in tandem with the options granted
in 1993. Upon exercise of an LSAR, the holder is entitled to an amount based upon the
highest price paid or offered for TECO Energy Common Stock during the 30-day period
preceding a change in control of TECO Energy. Under the LSARs, a change in control means
in general the acquisition by any person of 30% or more of the Common Stock of TECO
Energy, the change in a majority of the directors or the approval by the shareholders of
a merger or consolidation of TECO Energy in which TECO Energy's shareholders do not have
majority voting power in the surviving entity or of the liquidation or sale of the assets
of TECO Energy. The exercise of an option or LSAR results in a corresponding reduction in
the other.
(2) The values shown are based on the Binomial Option Pricing Model (a variant of the
Black-Scholes model) and are stated in current annualized dollars on a present value
basis. The key assumptions used in the Binomial Option Pricing Model for purposes of
this calculation include the following: (a) a 7% discount rate; (b) a volatility factor
based upon the 5-year history of actual stock price average quarterly return for the
period ending December 31, 1992; (c) a dividend factor based upon the 5-year average
dividend paid for the period ending December 31, 1992; (d) the 10-year option term; and
(e) the closing price of the TECO Energy's Common Stock on December 31, 1992. The
present value of the options reported has been calculated by multiplying $23.5625, the
share price on the date of grant, by 0.145, the Binomial Option Pricing Model ratio, and
47
<PAGE>
by the number of shares underlying the options granted. The actual value an executive
may realize will depend upon the extent to which the stock price exceeds the exercise
price on the date the option is exercised. Accordingly, the value, if any, realized by
an executive will not necessarily be the value determined by the Binomial Option.
</TABLE>
48
<PAGE>
Aggregated Option/SAR Exercises In Last Fiscal Year and
Fiscal Year-End Option/SAR Value
Number of
Shares Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
at Year-End at Year-End
Number of
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized Unexercisable Unexercisable
Timothy L. Guzzle 40,000 $357,500 120,000/0 $361,250/0
Girard F. Anderson 22,400 $183,400 72,000/0 $216,750/0
Alan D. Oak 16,000 $153,500 39,000/0 $117,406/0
Keith S. Surgenor 30,000 $267,250 54,000/0 $262,375/0
Robert F. Tomczak 5,000 $ 26,719 9,600/0 $ 18,906/0
Pension Table
The following table shows estimated annual benefits
payable under the company's pension plan arrangements for
the named executive officers other than Mr. Guzzle.
Years of Service Years of Service
Final Three Final Three
Years Average Years Average
Earnings 15 20 or more Earnings 15 20 or more
$100,000 $ 45,000 $ 60,000 $450,000 $202,500 $270,000
150,000 67,500 90,000 500,000 225,000 300,000
200,000 90,000 120,000 550,000 247,500 330,000
250,000 112,500 150,000 600,000 270,000 360,000
300,000 135,000 180,000 650,000 292,500 390,000
350,000 157,500 210,000 700,000 315,000 420,000
400,000 180,000 240,000
49 <PAGE>
The annual benefits payable to each of the named executive
officers are equal to a stated percentage of such officer's average
earnings for the three years before his retirement multiplied by his
number of years of service, up to a stated maximum. The amounts shown
in the table are based on 3% of such earnings and a maximum of 20
years of service; the amounts payable to Mr. Guzzle are based on 6% of
earnings and a maximum of 10 years of service.
The earnings covered by the pension plan arrangements are the
same as those reported as salary and bonus in the summary compensation
table above. Years of service for the named executive officers are as
follows: Mr. Guzzle (6 years); Mr. Anderson (34 years); Mr. Oak (20
years); Mr. Surgenor (5 years); and Mr. Tomczak (31 years). The
pension benefit is computed as a straight-life annuity commencing at
age 62 and is reduced by an officer's Social Security benefits. If
Mr. Guzzle's employment is terminated by the Corporation without cause
or by Mr. Guzzle for good reason (as such terms are defined in Mr.
Guzzle's employment agreement referred to below), his age and service
for purposes of determining benefits under the pension plan
arrangements are increased by two years.
Severance Agreements
TECO Energy has severance agreements with 25 officers of TECO
Energy and its subsidiaries, including the five executive officers
named above, under which payments will be made under certain
circumstances following a change in control of TECO Energy (as defined
in the severance agreements). Each officer is required, subject to
the terms of the severance agreements, to remain in the employ of TECO
Energy or its subsidiaries for one year following a potential change
in control (as defined) unless a change in control earlier occurs.
The severance agreements provide that in the event employment is
terminated by the company or TECO Energy without cause (as defined) or
by the officer for good reason (as defined) following a certain change
in control, TECO Energy will make a lump sum severance payment to the
officer of two times (three times in the cases of Mr. Guzzle, Mr.
Anderson, Mr. Oak and Mr. Surgenor) annual salary and bonus. Upon
such termination, the severance agreements also provide for: (i) a
cash payment equal to the additional retirement benefit which would
have been earned under TECO Energy's retirement plans if employment
had continued for two years (three years in the cases of Mr. Guzzle,
Mr. Anderson, Mr. Oak and Mr. Surgenor) following the date of
termination, and (ii) participation in the life, accident and health
insurance plans of TECO Energy for such period except to the extent
such benefits are provided by a subsequent employer.
Any benefit payable to the officer in connection with a change
in control or termination of employment will be reduced to the extent
that such payment, together with any other compensation provided by
TECO Energy, would not be deductible by TECO Energy, or by any other
person making such payment, pursuant to Section 280G of the Internal
Revenue Code of 1986.
TECO Energy has an employment agreement with Mr. Guzzle
providing that if his employment is terminated by TECO Energy without
cause or by Mr. Guzzle for good reason, he will receive benefits
50
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similar to those provided under the severance agreements described
above based upon a level of two times annual salary and bonus and a
two-year benefit continuation period.
Compensation of Directors
Directors of TECO Energy and the company who are not officers
are paid a combined annual retainer of $17,500 ($20,000 effective
April 1, 1994) and a fee of $1,000 for attendance at each meeting of
the Board of Directors and $500 ($600 for the Committee Chairman) for
attendance at each meeting of a Committee of the Board. Directors may
elect to defer these amounts with earnings credited at either the 90-
day U.S. Treasury bill rate or a rate equal to the total return on
TECO Energy's Common Stock.
51
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1991 Director Stock Option Plan. TECO Energy has a Director
Stock Option Plan in which all directors of the company and TECO
Energy participate except Mr. Guzzle. The plan provides automatic
annual grants of options to purchase shares of TECO Energy common
stock to each non-employee director serving on the TECO Energy Board
at the time of grant. The exercise price is the fair market value of
the common stock on the date of grant, payable in whole or in part in
cash or TECO Energy common stock. The plan provides for an initial
grant of options for 10,000 shares of TECO Energy common stock for
each new director following election to the Board and an annual grant
of options for 2,000 shares for each continuing director. Annual
grants are made on the first trading day of TECO Energy common stock
after each annual meeting. The options are exercisable immediately
and expire ten years after grant or earlier as provided in the plan
following termination of service on the Board.
Directors' Retirement Plan. All Directors who have completed 60
months of service as a Director of TECO Energy and who have not been
employees of TECO Energy or any of its subsidiaries are eligible to
participate in a Directors' Retirement Plan. Under this plan, a
retired Director or his or her surviving spouse will receive a monthly
retirement benefit equal to the monthly retainer last paid to such
Director for services as a Director of TECO Energy or any of its
subsidiaries. Such payments will continue for the lesser of the number
of months the Director served as a Director or 120 months, but
payments will in any event cease upon the death of the Director or, if
the Director's spouse survives the Director, the death of the spouse.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
All outstanding shares of Tampa Electric's common stock are
owned by TECO Energy. As of Jan. 31, 1994, none of the directors or
executive officers of Tampa Electric or TECO Energy owned any shares
of the preferred stock of Tampa Electric.
52
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The following table sets forth the shares of TECO Energy common
stock beneficially owned as of Jan. 31, 1994 by directors and
nominees, the executive officers named in the summary compensation
table and Tampa Electric's directors and executive officers as a
group. Except as otherwise noted, such persons have sole investment
and voting power over the shares. The number of shares of TECO
Energy's common stock beneficially owned by any director or executive
officer or by all directors and executive officers as a group does
not exceed 1% of such shares outstanding at Jan. 31, 1994.
Name Shares (1)
DuBose Ausley 15,886
Sara L. Baldwin 16,918(2)
Hugh L. Culbreath 71,875(3)
James L. Ferman, Jr. 21,740(4)
Edward L. Flom 16,784(5)
Henry R. Guild, Jr. 128,598(6)
Timothy L. Guzzle 143,110(7)(8)
Charles H. Ross, Jr. 32,000(9)
Robert L. Ryan 16,000(10)
J. Thomas Touchton 18,000(11)
John A. Urquhart 15,150(12)
James O. Welch, Jr. 22,600(13)
Girard F. Anderson 103,809(7)(14)
Alan D. Oak 67,938(7)(15)
Keith S. Surgenor 63,736(7)(16)
Robert F. Tomczak 24,846(7)(17)
20 directors and executive
officers as a group (including
those named above) 870,575(7)(18)
__________________
(1) The amounts listed include the following shares that are subject
to options granted under TECO Energy's stock option plans: Mr.
Ausley, 12,000 shares; Mrs. Baldwin and Messrs. Culbreath,
Ferman, Flom, Guild, Ross, Ryan, Touchton and Welch, 14,000
shares each; Mr. Urquhart, 11,200 shares; Mr. Guzzle, 120,000
shares; Mr. Anderson, 72,000 shares; Mr. Oak, 39,000 shares; Mr.
Surgenor, 54,000 shares; Mr. Tomczak, 9,600 shares; and all
directors and executive officers as a group, 528,600 shares.
(2) Includes 350 shares held by a trust of which Mrs. Baldwin is a
trustee.
(3) Includes 8,000 shares owned by Mr. Culbreath s wife, as to which
shares he disclaims any beneficial interest.
(4) Includes 2,584 shares owned jointly by Mr. Ferman and his wife.
Also includes 436 shares owned by Mr. Ferman s wife, as to which
shares he disclaims any beneficial interest.
(5) Includes 1,596 shares owned by Mr. Flom s wife, as to which
shares he disclaims any beneficial interest.
(6) Includes 108,598 shares held by trusts of which Mr. Guild is a
trustee. Of these shares, 49,875 are held for the benefit of Mr.
Culbreath and are also included in the number of shares
beneficially owned by him.
53
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(7) The amounts listed include the following shares that are held by
the benefit plans of TECO Energy for an officer's account: Mr.
Guzzle, 1,110 shares; Mr. Anderson, 7,889 shares; Mr. Oak, 8,808
shares; Mr. Surgenor, 1,482 shares; Mr. Tomczak, 9,578 shares;
and all directors and executive officers as a group, 55,517
shares.
(8) Includes 20,000 shares owned by a Revocable Living Trust of
which Mr. Guzzle is a trustee.
(9) Includes 12,000 shares owned jointly by Mr. Ross and his wife.
Also includes 6,000 shares owned by Mr. Ross' wife, as to which
shares he disclaims any beneficial interest.
(10) Includes 2,000 shares owned jointly by Mr. Ryan and his wife.
(11) Includes 4,000 shares owned by a Revocable Living Trust of which
Mr. Touchton is the sole trustee.
(12) Includes 1,000 shares owned by Mr. Urquhart's wife, as to which
shares he disclaims any beneficial interest.
(13) Includes 2,000 shares owned by a charitable foundation of which
Mr. Welch is a trustee.
(14) Includes 800 shares owned by Mr. Anderson's wife, as to which
shares he disclaims any beneficial interest.
(15) Includes 20,130 shares owned jointly by Mr. Oak and his wife.
(16) Includes 8,162 shares owned jointly by Mr. Surgenor and his
wife.
(17) Includes 324 shares owned jointly by Mr. Tomczak and his wife.
(18) Includes a total of 54,800 shares owned jointly with spouses.
Also includes a total of 17,832 shares owned by spouses, as to
which shares beneficial interest is disclaimed.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
TECO Energy paid $842,755 for legal services rendered during
1993 by Ausley, McMullen, McGehee, Carothers & Proctor, P.A., of which
Mr. Ausley served as the President. The above firm merged with
another law firm effective Feb. 1, 1994, and Mr. Ausley is now
Chairman of the successor, Macfarlane, Ausley, Ferguson & McMullen.
In addition, reference is made to Note H on page 32.
54
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K.
(a) 1. Financial Statements - See index on page 17.
2. Financial Statement Schedules - See index on page 17.
3. Exhibits
*3.1 Articles of Incorporation (Exhibit 3.1 to
Registration Statement No. 2-70653).
*3.2 Bylaws as amended on April 16, 1991 (Exhibit 3, Form
10-Q for quarter ended March 31, 1991 of Tampa
Electric Company).
*4.1 Indenture of Mortgage among Tampa Electric Company,
State Street Trust Company and First Savings & Trust
Company of Tampa, dated as of Aug. 1, 1946 (Exhibit
7-A to Registration Statement No. 2-6693).
*4.2 Ninth Supplemental Indenture, dated as of April 1,
1966, to Exhibit 4.1 (Exhibit 4-k, Registration
Statement No. 2-28417).
*4.3 Thirteenth Supplemental Indenture, dated as of Jan.
1, 1974, to Exhibit 4.1 (Exhibit 2-g-l, Registration
Statement No. 2-51204).
*4.4 Sixteenth Supplemental Indenture, dated as of Oct.
30, 1992, to Exhibit 4.1 (Exhibit 7-A, Registration
Statement No. 2-6693).
*4.5 Eighteenth Supplemental Indenture, dated as of May 1,
1993, to Exhibit 4.1 (Exhibit 4.1, Form 10-Q for the
quarter ended June 30, 1993).
*4.6 Installment Purchase and Security Contract between
the Hillsborough County Industrial Development
Authority and Tampa Electric Company, dated as of
March 1, 1972 (Exhibit 4.9, Form 10-K for 1986 of
Tampa Electric Company).
*4.7 First Supplemental Installment Purchase and Security
Contract, dated as of Dec. 1, 1974 (Exhibit 4.10,
Form 10-K for 1986 of Tampa Electric Company).
*4.8 Third Supplemental Installment Purchase Contract,
dated as of May 1, 1976 (Exhibit 4.12, Form 10-K for
1986 of Tampa Electric Company).
*4.9 Installment Purchase Contract between the
Hillsborough County Industrial Development Authority
and Tampa Electric Company, dated as of Aug. 1, 1981
(Exhibit 4.13, Form 10-K for 1986 of Tampa Electric
Company).
*4.10 Amendment to Exhibit A of Installment Purchase
Contract, dated as of April 7, 1983 (Exhibit 4.14,
Form 10-K for 1989 of Tampa Electric Company).
*4.11 Second Supplemental Installment Purchase Contract,
dated as of June 1, 1983 (Exhibit 4.16, Form 10-K for
1985 of Tampa Electric Company).
*4.12 Third Supplemental Installment Purchase Contract,
dated as of Aug. 1, 1989 (Exhibit 4.16, Form 10-K for
1989 of Tampa Electric Company).
4.13 Installment Purchase Contract between the
Hillsborough County Industrial Development Authority
55
<PAGE>
and Tampa Electric Company, dated as of Jan. 31, 1984
(Exhibit 4.16, Form 10-K for 1983 of Tampa Electric
Company).
*4.14 First Supplemental Installment Purchase Contract,
dated as of Aug. 2, 1984 (Exhibit 4.17, Form 10-K for
1984 of Tampa Electric Company).
*4.15 Second Supplemental Installment Purchase Contract,
dated as of July 1, 1993 (Exhibit 4.3, Form 10-Q for
the quarter ended June 30, 1993).
*4.16 Loan and Trust Agreement among the Hillsborough
County Industrial Development Authority, Tampa
Electric Company and NCNB National Bank of Florida,
dated as of Sept. 24, 1990 (Exhibit 4.1, Form 10-Q
for the quarter ended Sept. 30, 1990 of Tampa
Electric Company).
*4.17 Loan and Trust Agreement, dated as of Oct. 26, 1992
among the Hillsborough County Industrial Development
Authority, Tampa Electric Company and NationsBank of
Florida, N.A., as trustee (Exhibit 4.2, Form 10-Q for
the quarter ended Sept. 30, 1992 of Tampa Electric
Company).
*4.18 Loan and Trust Agreement, dated as of June 23, 1993,
among the Hillsborough County Industrial Development
Authority, Tampa Electric Company and NationsBank of
Florida, N.A., as trustee (Exhibit 4.2, Form 10-Q for
the quarter ended June 30, 1993 of Tampa Electric
Company).
*10.1 Agreement between Belcher Oil Company and Tampa
Electric Company, dated as of Sept. 1, 1987 (Exhibit
10.4, Form 10-K for 1987 of Tampa Electric Company).
*10.2 Settlement Agreement between Pyramid Mining, Inc.,
Pyramid Equipment, Inc. and Tampa Electric Company,
dated as of Oct. 7, 1987 (Exhibit 10.5, Form 10-K for
1987 of Tampa Electric Company).
*10.3 Coal Mining Lease Contract by and among Cal-Glo Coal,
Inc. and Jack Stewart and Tom Gambrel consisting of
Underground Coal Mining Lease Contract dated as of
May 3, 1967; Assignment of Lease dated as of Feb. 13,
1969; Supplemental Coal Lease dated as of May 13,
1970; Sublease Agreement dated as of Oct. 18, 1972;
Amendment to Lease dated as of Jan. 26, 1976;
Amendment to Lease dated as of March 31, 1978; and
Consent dated as of May 15, 1978 (Exhibit 10.12, Form
10-K for 1986 of Tampa Electric Company).
*10.4 Lease and Agreement dated as of July 23, 1979 between
Tampa Electric Company and Franklin Street
Associates, Ltd. (Exhibit 10.13, Form 10-K for 1986
of Tampa Electric Company).
*10.5 1980 Stock Option and Appreciation Rights Plan, as
amended on July 18, 1989 (Exhibit 28.1, Form 10-Q for
quarter ended June 30, 1989 of TECO Energy, Inc.).
*10.6 Directors' Retirement Plan, dated as of Jan. 24, 1985
(Exhibit 10.23, Form 10-K for 1986 of Tampa Electric
Company).
*10.7 Supplemental Executive Retirement Plan, as amended on
July 18, 1989 (Exhibit 10.14, Form 10-K for 1989 of
Tampa Electric Company).
56
<PAGE>
*10.8 TECO Energy, Inc. Group Supplemental Executive
Retirement Benefits Trust Agreement Amendment and
Restatement, dated as of April 27, 1989 (Exhibit
10.15, Form 10-K for 1989 of Tampa Electric Company).
*10.9 Annual Incentive Compensation Plan for Tampa Electric
Company, as amended on April 27, 1989 (Exhibit 28.1,
Form 10-Q for quarter ended March 31, 1989 of Tampa
Electric Company).
*10.10 TECO Energy, Inc. Group Supplemental Disability
Income Plan, dated as of March 20, 1989 (Exhibit
10.19, Form 10-K for 1988 of Tampa Electric Company).
*10.11 Forms of Severance Agreements between TECO Energy,
Inc. and certain senior executives, dated as of
various dates in 1989 (Exhibit 10.18, Form 10-K for
1989 of Tampa Electric Company).
*10.12 TECO Energy, Inc. 1990 Equity Incentive Plan (Exhibit
10.1, Form 10-Q for the quarter ended March 31, 1990
of TECO Energy, Inc.).
*10.13 TECO Energy, Inc. 1991 Director Stock Option Plan as
amended on Jan. 21, 1992 (Exhibit 10.20, Form 10-K
for 1991 of Tampa Electric Company).
*10.14 Supplemental Executive Retirement Plan for T. L.
Guzzle, as amended on July 20, 1993 (Exhibit 10.1,
Form 10-Q for the quarter ended Sept. 30, 1993 of
Tampa Electric Company).
*10.15 Terms of R. H. Kessel's Employment, dated as of Dec.
1, 1989 (Exhibit 10.20, Form 10-K for 1989 of TECO
Energy, Inc.).
*10.16 Supplemental Executive Retirement Plan for R. H.
Kessel, dated as of Dec. 4, 1989 (Exhibit 10.16, Form
10-K for 1989 of TECO Energy, Inc.).
*10.17 Supplemental Executive Retirement Plan for H.L.
Culbreath, as amended on April 27, 1989 (Exhibit
10.14, Form 10-K for 1989 of TECO Energy, Inc.).
*10.18 Supplemental Executive Retirement Plan for A.D. Oak,
dated as of July 20, 1993 (Exhibit 10.2, Form 10-Q
for the quarter ended Sept. 30, 1993 of Tampa
Electric Company).
*10.19 Supplemental Executive Retirement Plan for K.S.
Surgenor, dated as of July 20, 1993 (Exhibit 10.3,
Form 10-Q for the quarter ended Sept. 30, 1993 of
Tampa Electric Company).
*10.20 Terms of T.L. Guzzle's employment, dated as of July
20, 1993 (Exhibit 10, Form 10-Q for the quarter ended
June 30, 1993 of Tampa Electric Company).
*10.21 Supplemental Executive Retirement Plan for G.F.
Anderson (Exhibit 10.4, Form 10-Q for the quarter
ended Sept. 30, 1993 of Tampa Electric Company).
*10.22 TECO Energy, Inc. Group Supplemental Retirement
Benefits Trust Agreement Amendment and Restatement,
dated as of April 27, 1989 as amended by First
Amendment to 1989 Restatement dated as of July 20,
1993 (Exhibit 10.5, Form 10-Q for the quarter ended
Sept. 30, 1993 of Tampa Electric Company).
57
<PAGE>
12 Ratio of earnings to fixed charges.
23 Consent of Independent Accountants.
24.1 Power of Attorney.
24.2 Certified copy of resolution authorizing Power of
Attorney.
_____________
* Indicates exhibit previously filed with the Securities and
Exchange Commission and incorporated herein by reference.
Exhibits filed with periodic reports of Tampa Electric
Company and TECO Energy, Inc. were filed under Commission
File Nos. 1-5007 and 1-8180, respectively.
Executive Compensation Plans and Arrangements
Exhibits 10.5 through 10.22 above are management contracts or
compensatory plans or arrangements in which executive officers or
directors of TECO Energy, Inc. and its subsidiaries participate.
(b) The company filed no reports on Form 8-K during the last quarter
of 1993.
58
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Tampa and the state of Florida on the 28th
day of March, 1994.
TAMPA ELECTRIC COMPANY
By T. L. GUZZLE*
T. L. GUZZLE, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons in the
capacities indicated on March 28, 1994:
Signature Title
T. L. GUZZLE* Chairman of the Board,
T. L. GUZZLE Director and Chief Executive
Officer (Principal Executive
Officer)
A. D. OAK* Vice President, Treasurer
A. D. OAK and Chief Financial Officer
(Principal Financial Officer)
/s/ L. L. LEFLER Vice President-Controller
L. L. LEFLER
C. D. AUSLEY* Director
C. D. AUSLEY
S. L. BALDWIN* Director
S. L. BALDWIN
H. L. CULBREATH* Director
H. L. CULBREATH
J. L. FERMAN, JR.* Director
J. L. FERMAN, JR.
E. L. FLOM* Director
E. L. FLOM
H. R. GUILD, JR.* Director
H. R. GUILD, JR.
C. H. ROSS, JR.* Director
C. H. ROSS, JR.
59
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R. L. RYAN* Director
R. L. RYAN
J. T. TOUCHTON* Director
J. T. TOUCHTON
J. A. URQUHART* Director
J. A. URQUHART
J. O. WELCH, JR.* Director
J. O. WELCH, JR.
*By: /s/ L. L. LEFLER
L. L. LEFLER, Attorney-in-fact
60
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
No. Description No.
3.1 Articles of Incorporation (Exhibit 3.1 to *
Registration Statement No. 2-70653).
3.2 Bylaws as amended on April 16, 1991 *
(Exhibit 3, Form 10-Q for quarter ended March 31,
1991 of Tampa Electric Company).
4.1 Indenture of Mortgage among Tampa Electric *
Company, State Street Trust Company and First Savings &
Trust Company of Tampa, dated as of Aug. 1, 1946
(Exhibit 7-A to Registration Statement No. 2-6693).
4.2 Ninth Supplemental Indenture, dated as of *
April 1, 1966, to Exhibit 4.1 (Exhibit 4-k,
Registration Statement No. 2-28417).
4.3 Thirteenth Supplemental Indenture, dated as of *
Jan. 1, 1974, to Exhibit 4.1 (Exhibit 2-g-l,
Registration Statement No. 2-51204).
4.4 Sixteenth Supplemental Indenture, dated as of *
Oct. 30, 1992, to Exhibit 4.1 (Exhibit 7-A,
Registration Statement No. 2-6693).
4.5 Eighteenth Supplemental Indenture, dated as of May 1, *
1993, to Exhibit 4.1 (Exhibit 4.1, Form 10-Q for the quarter
ended June 30, 1993).
4.6 Installment Purchase and Security Contract *
between and the Hillsborough County Industrial
Development Authority and Tampa Electric Company,
dated as of March 1, 1972 (Exhibit 4.9, Form 10-K
for 1986 of Tampa Electric Company).
4.7 First Supplemental Installment Purchase and *
Security Contract, dated as of Dec. 1, 1974
(Exhibit 4.10, Form 10-K for 1986 of
Tampa Electric Company).
4.8 Third Supplemental Installment Purchase Contract, *
dated as of May 1, 1976 (Exhibit 4.12, Form 10-K
for 1986 of Tampa Electric Company).
4.9 Installment Purchase Contract between the *
Hillsborough County Industrial Development
Authority and Tampa Electric Company, dated
as of Aug. 1, 1981 (Exhibit 4.13, Form 10-K for
1986 of Tampa Electric Company).
4.10 Amendment to Exhibit A of Installment Purchase *
Contract, dated as of April 7, 1983 (Exhibit 4.14,
Form 10-K for 1989 of Tampa Electric Company).
4.11 Second Supplemental Installment Purchase Contract, *
dated as of June 1, 1983 (Exhibit 4.16, Form 10-K
for 1985 of Tampa Electric Company).
4.12 Third Supplemental Installment Purchase Contract, *
dated as of Aug. 1, 1989 (Exhibit 4.16, Form 10-K
for 1989 of Tampa Electric Company).
61
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4.13 Installment Purchase Contract between the 61
Hillsborough County Industrial Development
Authority and Tampa Electric Company, dated
as of Jan. 31, 1984 (Exhibit 4.16, Form 10-K
for 1983 of Tampa Electric Company).
4.14 First Supplemental Installment Purchase Contract, *
dated as of Aug. 2, 1984 (Exhibit 4.17, Form 10-K
for 1984 of Tampa Electric Company).
4.15 Second Supplemental Installment Purchase Contract, *
dated as of July 1, 1993 (Exhibit 4.3, Form 10-Q
for the quarter ended June 30, 1993).
4.16 Loan and Trust Agreement among the Hillsborough *
County Industrial Development Authority,
Tampa Electric Company and NCNB National
Bank of Florida, dated as of Sept. 24, 1990
(Exhibit 4.1, Form 10-Q for the quarter ended
Sept. 30, 1990 of Tampa Electric Company).
4.17 Loan and Trust Agreement, dated as of *
Oct. 26, 1992 among the Hillsborough County
Industrial Development Authority, Tampa Electric
Company and NationsBank of Florida, N.A., as
trustee (Exhibit 4.2, Form 10-Q for the quarter
ended Sept. 30, 1992 of Tampa Electric Company).
4.18 Loan and Trust Agreement, dated as of June 23, *
1993, among the Hillsborough County Industrial
Development Authority, Tampa Electric Company and
NationsBank of Florida, N.A., as trustee (Exhibit 4.2,
Form 10-Q for the quarter ended June 30, 1993 of Tampa
Electric Company).
10.1 Agreement between Belcher Oil Company and *
Tampa Electric Company, dated as of Sept. 1, 1987
(Exhibit 10.4, Form 10-K for 1987 of
Tampa Electric Company).
10.2 Settlement Agreement between Pyramid Mining, Inc., *
Pyramid Equipment, Inc. and Tampa Electric Company,
dated as of Oct. 7, 1987 (Exhibit 10.5, Form 10-K
for 1987 of Tampa Electric Company).
10.3 Coal Mining Lease Contract by and among *
Cal-Glo Coal, Inc. and Jack Stewart and
Tom Gambrel consisting of Underground Coal
Mining Lease Contract dated as of May 3, 1967;
Assignment of Lease dated as of Feb. 13, 1969;
Supplemental Coal Lease dated as of May 13, 1970;
Sublease Agreement dated as of Oct. 18, 1972;
Amendment to Lease dated as of Jan. 26, 1976;
Amendment to Lease dated as of March 31, 1978;
and Consent dated as of May 15, 1978 (Exhibit 10.12,
Form 10-K for 1986 of Tampa Electric Company).
10.4 Lease and Agreement dated as of July 23, 1979 *
between Tampa Electric Company and Franklin
Street Associates, Ltd. (Exhibit 10.13,
Form 10-K for 1986 of Tampa Electric Company).
10.5 1980 Stock Option and Appreciation Rights Plan, *
as amended on July 18, 1989 (Exhibit 28.1,
Form 10-Q for quarter ended June 30, 1989 of
TECO Energy, Inc.).
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10.6 Directors' Retirement Plan, dated as of *
Jan. 24, 1985 (Exhibit 10.23, Form 10-K for 1986 of
Tampa Electric Company).
10.7 Supplemental Executive Retirement Plan, as amended *
on July 18, 1989 (Exhibit 10.14, Form 10-K for 1989 of
Tampa Electric Company).
10.8 TECO Energy, Inc. Group Supplemental Executive *
Retirement Benefits Trust Agreement Amendment and
Restatement, dated as of April 27, 1989 (Exhibit 10.15,
Form 10-K for 1989 of Tampa Electric Company).
10.9 Annual Incentive Compensation Plan for Tampa *
Electric Company, as amended on April 27, 1989 (Exhibit
28.1, Form 10-Q for quarter ended March 31, 1989 of
Tampa Electric Company).
10.10 TECO Energy, Inc. Group Supplemental Disability *
Income Plan, dated as of March 20, 1989 (Exhibit 10.19,
Form 10-K for 1988 of Tampa Electric Company).
10.11 Forms of Severance Agreements between TECO Energy, Inc. *
and certain senior executives, dated as of various dates
in 1989 (Exhibit 10.18, Form 10-K for 1989 of Tampa
Electric Company).
10.12 TECO Energy, Inc. 1990 Equity Incentive Plan *
(Exhibit 10.1, Form 10-Q for the quarter ended March 31,
1990 of TECO Energy, Inc.).
10.13 TECO Energy, Inc. 1991 Director Stock Option Plan *
as amended on Jan. 21, 1992 (Exhibit 10.20, Form 10-K
for 1991 of Tampa Electric Company).
10.14 Supplemental Executive Retirement Plan for *
T. L. Guzzle, as amended on July 20, 1993 (Exhibit 10.1,
Form 10-Q for the quarter ended Sept. 30, 1993 of Tampa
Electric Company).
10.15 Terms of R. H. Kessel's Employment, dated as of *
Dec. 1, 1989 (Exhibit 10.20, Form 10-K for 1989 of TECO
Energy, Inc.).
10.16 Supplemental Executive Retirement Plan for *
R. H. Kessel, dated as of Dec. 4, 1989 (Exhibit 10.16,
Form 10-K for 1989 of TECO Energy, Inc.).
10.17 Supplemental Executive Retirement Plan for *
H.L. Culbreath, as amended on April 27, 1989 (Exhibit
10.14, Form 10-K for 1989 of TECO Energy, Inc.).
10.18 Supplemental Executive Retirement Plan for *
A.D. Oak, dated as of July 20, 1993 (Exhibit 10.2, Form
10-Q for the quarter ended Sept. 30, 1993 of Tampa
Electric Company).
10.19 Supplemental Executive Retirement Plan for *
K.S. Surgenor, dated as of July 20, 1993 (Exhibit 10.3,
Form 10-Q for the quarter ended Sept. 30, 1993 of Tampa
Electric Company).
10.20 Terms of T.L. Guzzle's employment, dated *
as of July 20, 1993 (Exhibit 10, Form 10-Q for the
quarter ended June 30, 1993 of Tampa Electric Company).
63
<PAGE>
10.21 Supplemental Executive Retirement Plan for *
G.F. Anderson (Exhibit 10.4, Form 10-Q for the quarter
ended Sept. 30, 1993 of Tampa Electric Company).
10.22 TECO Energy, Inc. Group Supplemental *
Retirement Benefits Trust Agreement Amendment and
Restatement, dated as of April 27, 1989 as amended by
First Amendment to 1989 Restatement dated as of July 20,
1993 (Exhibit 10.5, Form 10-Q for the quarter ended
Sept. 30, 1993 of Tampa Electric Company).
12 Ratio of earnings to fixed charges. 88
23 Consent of Independent Accountants. 89
24.1 Power of Attorney. 90
24.2 Certified copy of resolution authorizing Power 92
of Attorney.
_____________
* Indicates exhibit previously filed with the Securities and
Exchange Commission and incorporated herein by reference.
Exhibits filed with periodic reports of Tampa Electric Company
and TECO Energy, Inc. were filed under Commission File Nos.
1-5007 and 1-8180, respectively.
64
<PAGE>
Exhibit 4.13
HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
AND
TAMPA ELECTRIC COMPANY
INSTALLMENT PURCHASE CONTRACT
Dated as of January 31, 1984
Relating to
Pollution Control Revenue Bond
(Tampa Electric Company Project)
<PAGE>
TABLE OF CONTENTS
(This Table of Contents is not a part of the Installment Purchase
Contract but is for convenience of references only)
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
PAGE
SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2. Rules of Construction . . . . . . . . . . . . . . . 4
ARTICLE II
REPRESENTATIONS
SECTION 2.1. Representations by the Issuer . . . . . . . . . . . 5
SECTION 2.2. Representations by the Company . . . . . . . . . . . 5
ARTICLE III
CONVEYANCE CLAUSE
SECTION 3.1. Sale of the Project and Confirmation of Sale of the
Project . . . . . . . . . . . . . . . . . . . . 6
ARTICLE IV
COMMENCEMENT AND COMPLETION OF THE PROJECT;
ISSUANCE OF THE BONDS
SECTION 4.1. Agreement and Confirmation of Agreement to Acquire
and Construct the Project . . . . . . . . . . . 6
SECTION 4.2. Agreement to Issue Series 1984 Bonds; Application of
Series 1984 Bond Proceeds; Additional and
Refunding Bonds . . . . . . . . . . . . . . . . 7
SECTION 4.3. Disbursements from the Construction Fund;
Investments . . . . . . . . . . . . . . . . . . 7
SECTION 4.4. Company Required to Pay Remaining Cost of Project . 7
SECTION 4.5. Establishment of Completion Date . . . . . . . . . . 7
SECTION 4.6. Company to Pursue Remedies Against Contractors and
Subcontractors and Their Sureties . . . . . . . 8
SECTION 4.7. Covenant Against Arbitrage . . . . . . . . . . . . . 8
SECTION 4.8. No Third Party Beneficiary . . . . . . . . . . . . . 8
<PAGE>
ARTICLE V
PAYMENT PROVISIONS
Page
SECTION 5.1. Purchase Price and Other Amounts Payable . . . . . . 8
SECTION 5.2. Obligations of Company Hereunder Unconditional . . . 9
SECTION 5.3. First Mortgage Bonds . . . . . . . . . . . . . . . . 9
SECTION 5.4. Creation of Subordinated Security Interest . . . . . 10
ARTICLE VI
MAINTENANCE AND REMOVAL
SECTION 6.1. Maintenance and Modifications of Project by Company 10
SECTION 6.2. Removal of Portions of the Project . . . . . . . . . 10
ARTICLE VII
SPECIAL COVENANTS
SECTION 7.1. No Warranty of Condition or Suitability by the
Issuer . . . . . . . . . . . . . . . . . . . . 10
SECTION 7.2. Access to the Project . . . . . . . . . . . . . . . 11
SECTION 7.3. Company to Maintain its Corporate Existence;
Conditions Under Which Exceptions Permitted . . 11
SECTION 7.4. Indemnification Covenants . . . . . . . . . . . . . 11
ARTICLE VIII
ASSIGNMENT, LEASING AND SALE
SECTION 8.1. Assignment, Leasing and Sale by the Company . . . . 11
SECTION 8.2. Assignment of Contract Rights by the Issuer . . . . 12
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
SECTION 9.1. Events of Default Defined . . . . . . . . . . . . . 12
SECTION 9.2. Remedies on Default . . . . . . . . . . . . . . . . 13
SECTION 9.3 No Remedy Exclusive . . . . . . . . . . . . . . . . 14
SECTION 9.4. Agreement to Pay Attorneys' Fees and Expenses . . . 14
SECTION 9.5. No Additional Wavier Implied by One Wavier . . . . . 14
ARTICLE IX
PREPAYMENT; PURCHASE OF BONDS
SECTION 10.1. Right to Prepay Purchase Price of Project . . . . . 14
SECTION 10.2. Procedure for Optional Prepayments . . . . . . . . . 15
SECTION 10.3. Special Mandatory Prepayments of Purchase Price . . 15
SECTION 10.4. Action to be Taken by Issuer . . . . . . . . . . . . 16
SECTION 10.5. Purchase of Bonds . . . . . . . . . . . . . . . . . 16
SECTION 10.6. Relative Position of Contract and Indenture . . . . 16
<PAGE>
Page
SECTION 10.7. Mandatory Purchase by the Company of the Series
1984 Bonds at the Election of the Registered
Owners . . . . . . . . . . . . . . . . . . . . 16
SECTION 10.8. Option to Terminate the Company's Obligation to
Purchase the Series 1984 Bonds; Automatic
Termination of the Company's Obligation to
Purchase the Series 1984 Bonds . . . . . . . . 16
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Notices . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 11.2. Binding Effect . . . . . . . . . . . . . . . . . . . 17
SECTION 11.3. Severability and Effect of Invalidity . . . . . . . 17
SECTION 11.4. Termination . . . . . . . . . . . . . . . . . . . . 17
SECTION 11.5. If Payment or Performance Date a Legal Holiday . . . 18
SECTION 11.6. Appointments of Successor Remarketing Agent,
Successor Indencing Agent and Successor Tender
Agent . . . . . . . . . . . . . . . . . . . . . 18
SECTION 11.7. Company and Issuer May Rely on Authorized
Representatives . . . . . . . . . . . . . . . . 18
SECTION 11.8. Amendment of Contract . . . . . . . . . . . . . . . 18
SECTION 11.9. Other Instruments . . . . . . . . . . . . . . . . . 18
SECTiON 11.10. Net Contract . . . . . . . . . . . . . . . . . . . . 19
SECTION 11.11. Execution of Counterparts . . . . . . . . . . . . . 19
SECTION 11.12. Applicable Law . . . . . . . . . . . . . . . . . . . 19
EXECUTION
Execution by Issuer . . . . . . . . . . . . . . . . . . . . . . . . 19
Execution by Company . . . . . . . . . . . . . . . . . . . . . . . 19
ACKNOWLEDGMENTS
Acknowledgments for Issuer . . . . . . . . . . . . . . . . . . . . 20
Acknowledgments for Company . . . . . . . . . . . . . . . . . . . . 21
EXHIBITS
EXHIBIT A - Description of the Project . . . . . . . . . . . . . A-1
<PAGE>
INSTALLMENT PURCHASE CONTRACT
This INSTALLMENT PURCHASE CONTRACT, made and entered into as of the
31st day of January, 1984 by and between the HILLSBOROUGH COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY, a public body corporate and politic
instrumentally created pursuant in the laws of the State of Florida
(the "Issuer"), and TAMPA ELECTRIC COMPANY, a corporation organized
and existing under the laws of the State of Florida (the "Company"):
WITNESSETH:
In consideration of the respective representations and agreements
hereinafter contained, the parties hereto agree as follows (provided
that in the performances of the agreements of the Issuer herein
contained, any obligation it may thereby incur for the payment of
money shall not be a debt, liability or obligation of any authority or
county or of the State of Florida or any political subdivision
thereof, except to the extent that the Bonds hereinafter mentioned
shall be limited obligation of the Issuer, payable solely out of
moneys derived from this Installation Purchase Contract and the sale
of the bonds referred to in Section 4.2 hereof):
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.1 Definitions. In addition to words and terms elsewhere
defined in this Installation Purchase Contract, the following words
and terms shall have the following meanings:
"Act" means Part III of Chapter 159, Florida Statues, as amended.
"Additional Bonds" means the additional Bonds authorized to be
issued by the Issuer under Section 209 of the Indenture.
"Adjustable Rate Index" means for each Interest Rate Period, the
interest rate determined by the Indexing Agent as of December 26 of
the preceding Interest Rate Period, to be the average yield of not
less than 20 twelve-month securities selected by the Indexing Agent
and evaluated at par, the interest on each of which securities is
exempt from federal income taxation and the issuer of each of which
has long-term securities rated by Moody's Investors Service, Inc.
and/or Standard & Poor's Corporation in the same long-term debt
category as the rating of the Series 1984 Bonds (without regard to any
rating refinement or gradation by a numerical modifier or otherwise);
provided, however, that in the event the Series 1984 Bonds are no
longer rated by Moody's Investors Service, Inc. or by Standard &
Poor's Corporation or that the Indexing Agent no longer determines or
fails to determine the Adjustable Rate Index, the Adjustable Rate
Index for such Interest Rate Period will be determined by the
Remarketing Agent and will be 1/4 of 1% over the average twelve-month
yield of project notes guaranteed by the U.S. Department of Housing
and Urban Development, evaluated at par, or if no such project notes
are outstanding, 65% of the average twelve-month yield of U.S.
Treasury Bonds, evaluated at par. The Adjustable Rate Index for each
Interest Rate Period shall be set forth in a written certificate of
the Indexing Agent (or the Remarketing Agent if appropriate) delivered
to the Company, the Remarketing Agent and the Trustee on December 26
of each year.
<PAGE>
"Authorized Company Representative" means each of the persons at
the time designated to act on behalf of the Company by written
certificate furnished to the Issuer and the Trustee containing the
specimen signatures of such persons and signed on behalf of the
Company by the President or any Vice President of the Company.
"Authorized Issuer Representative" means each of the persons at
the time designated to act on behalf of the Issuer by written
certificate furnished to the Company and the Trustee containing the
specimen signatures of such persons and signed on behalf of the issuer
by the Chairman.
"Bond Counsel" means counsel nationally recognized on the subject
of, and qualified to render approving legal opinions on the issuance
of municipal bonds.
"Bond Fund" means the fund created by Section 501 of the
Indenture.
"Bond Resolution" means a resolution adopted by the Issuer on
December 20, 1983, as supplemented by a resolution adopted by the
Issuer on January 27, 1984, authorizing the issuance of the Series
1984 Bonds and of up to $18,000,000 Additional Bonds.
"Bonds" means the Series 1984 Bonds, the Additional Bonds and the
Refunding Bonds.
"Chairman" means the person at the time occupying the office of
Chairman or Vice Chairman of the Issuer or any successor to the
principal functions thereof.
"Code" means the Internal Revenue Code of 1954, as amended.
"Collateral" means collectively, the pollution control facilities
described in Exhibit A attached hereto, as the same may be amended
from time to time, and each component thereof which has been or will
be acquired by the Company from the Issuer.
"Company" means Tampa Electric Company, a corporation organized
and existing under the laws of the State of Florida, and its
successors or assigns and any surviving resulting or transferee
corporation as provided in Section 7.3 hereof.
"Completion Date" means the date of completion of the
acquisition, construction and installation of the Project as that date
shall be certified as provided in Section 4.5 hereof.
"Construction Fund" means the fund created by Section 401 of the
Indenture.
"Contract"' means this Installment Purchase Contract, as amended
and supplemented by any amendments or supplements hereto permitted by
the Indenture.
"Cost" means any item of cost within any proper definition of
such word under the Act, including, without limitation, all items of
cost which are set forth in Section 403 of the Indenture.
<PAGE>
"First Mortgage" means the Indenture of Mortgage, dated as of
August 1, 1946, as heretofore and hereafter supplemented and amended,
by and between the Company and State Street Bank and Trust Company
(formerly, State Street Trust Company) and Sun Bank of Tampa Bay
(formerly, Flagship Bank of Tampa before that Marine Bank & Trust
Company and before that, First Savings & Trust Company of Tampa), as
trustees.
"First Mortgage Bond Fund" means the fund created by Section 507
of the Indenture.
"First Mortgage Bonds" means the bonds issued under the First
Mortgage as described in Section 5.3 hereof.
"Fixed Rate Date" means for the Series 1984 Bonds, the date as of
which all of the Series 1984 Bonds then outstanding shall have been
converted to bear interest at a rate determined on the basis of the
Fixed Rate Index in accordance with the Indenture, which shall be on
the first day of any month if the Series 1984 Bonds are converted on
or before January 1, 1985, or on January 31, 1985, or on February 1 if
the Series 1984 Bonds are converted in 1986 or thereafter.
"Fixed Rate Index" means for each Interest Rate Period, the
interest rate determined by the Indexing Agent on December 26 of the
preceding Interest Rate Period until the Fixed Rate Date and, at the
request of the Company on the 26th day of each month during 1984, to
be the average yield of not less than 20 securities selected by the
Indexing Agent and evaluated at par, the term of each of which
securities is substantially equal to the remaining term of the Series
1984 Bonds, the interest on each of which is exempt from federal
income taxation and each of which is rated by Moody's Investors
Service, Inc. and/or Standard & Poor's Corporation in the same
category as the rating of the Series 1984 Bonds (without regard to any
rating refinement or gradation by numerical modifier or otherwise);
provided, however, that in the event the Series 1984 Bonds are no
longer rated by Moody's Investors Service, Inc. or Standard & Poor's
Corporation or that the Indexing Agent no longer determines or fails
<PAGE>
to determine a Fixed Rate Index, the Fixed Rate Index for such
Interest Rate Period shall be based on a percentage of the most
recently published "Bond Buyer Revenue Bond Index" and on the
remaining term of the Series 1984 Bonds as follows:
Percentage of the Bond Remaining Term of the
Buyer Revenue Bond Index Series 1984 Bonds
100% 30 to 21 years
97 20 to 18 years
95 17 to 15 years
90 14 to 12 years
88 11 to 9 years
80 8 to 6 years
70 Less than 6 years
In the event the "Bond Buyer Revenue Bond Index" is no longer
published by The Bond Buyer, the Fixed Rate Index for such Interest
Rate Period shall be 85% of the annual interest rate determined by the
Remarketing Agent to be the annual yield on U.S. Treasury Bonds,
evaluated at par and maturing in the same year as the Series 1984
Bonds. The Fixed Rate Index for each Interest Rate Period shall be
set forth in a written certificate of the Indexing Agent (or the
Remarketing Agent if appropriate) delivered to the Company, the
Remarketing Agent and the Trustee on December 26 of each year and a
preliminary Fixed Rate Index shall be set forth in a written
certificate delivered to the Company, the Remarketing Agent and the
Trustee on November 26 of each year until the Fixed Rate Date and, at
the request of the Company, on the 26th day of each month during 1984.
"Improvements" has the same meaning as "Improvements" as defined
in Section 101 of the Indenture.
"Indenture" means the Trustee Indenture, of even date herewith,
between the Issuer and NCNB National Bank of Florida, Tampa, Florida,
pursuant to which (i) the Bonds are authorized to be issued and (ii)
the Issuer's rights under this Contract (except the Issuer's rights
under Sections 5.1(c) and 9.4 hereof to payment of certain costs and
expenses and under Section 7.4 hereof to indemnification), including
the Purchase Price Installments and other revenues and proceeds
receivable by the Issuer from the sale of the Project, its
subordinated security interest and any interest the Issuer may have in
the First Mortgage Bonds, if any, are pledged and assigned as security
for the payment of principal of and premium, if any, and interest on
the Bonds, as amended or supplemented by any amendments or supplements
permitted thereby.
"Indexing Agent" means Kenny Information Systems, a limited
partnership of which the Kenny Group, Inc. is the general partner, or
any other nationally recognized municipal bond securities evaluation
service appointed by the Issuer with the approval of the Company and
the Remarketing Agent.
<PAGE>
"Initial Contract" means the Installment Purchase Contract, dated
as of August 1, 1981, as amended and supplemented by a First
Supplemental Installment Purchase Contract, dated as of May 1, 1982,
an amendment to Exhibit A to Installment Purchase Contract, dated as
of April 7, 1983, and a Second Supplemental Installment Purchase
Contract, dated as of June 1, 1983, by and between the Issuer and the
Company, and any further amendments or supplements thereto permitted
by the Initial Indenture.
"Initial Indenture" means the Trust Indenture, dated as of August
1, 1981, as amended and supplemented by a First Supplemental Trust
Indenture, dated as of May 1, 1982, by and between the Issuer and
Exchange Bank and Trust Company of Florida and by a Second
Supplemental Trust Indenture, dated as of June 1, 1983 by and between
the Issuer and NCNB National Bank of Florida (formerly Exchange Bank
and Trust Company of Florida), and any further amendments and
supplements thereto permitted thereby.
"Interest Rate Period" means, for the Series 1984 Bonds. the
period from January 31, 1984 to and including the earlier of January
30, 1985 or the day before the Fixed Rate Date, and thereafter from
the day after the last day of the first Interest Rate Period until
January 31, 1986, and for each twelve-month period thereafter, the
period from February 1 to and including January 31 of the next
calendar year.
"Issuer" means the Hillsborough County Industrial Development
Authority, a public body corporate and politic and a public
instrumentality created pursuant to the laws of the State of
Florida,and its successors and assigns and any body resulting from or
surviving any consolidation or merger to which it or its successors
may be a party
"Outstanding" has the same meaning as "outstanding" as defined in
Section 101 of the Indenture.
"Project" means, collectively, certain pollution control
facilities located or to be located at the Unit, including any
structures, machinery, fixtures, improvements and equipment, all as
described in Exhibit A attached hereto, as the same may be amended
from time to time, together with all additions thereto and
substitutions therefor, less any deletions therefrom, as they may at
any time exist.
"Purchase Price Installments" means the payments required by
Section 51(a) hereof.
"Refunding Bonds" means the additional Bonds authorized to be
issued by the Issuer under Section 210 of the Indenture for the
purpose of refunding any or all of the Bonds of any series then
outstanding.
"Remaining", when used in connection with "Cost", means that
portion of the Cost not theretofore financed with the proceeds of
bonds issued pursuant to the Initial Indenture.
"Remarketing Agent" means Kidder, Peabody & Co Incorporated or
<PAGE>
any other investment banking firm or firms appointed by the Company to
act as Remarketing Agent.
"Secretary" means the person at the time occupying the office of
Secretary or Assistant Secretary of the Issuer or any successor to the
principal functions thereof.
"Series 1984 Bonds" means the Bonds authorized to be issued under
Section 208 of the Indenture for the purpose of paying a portion of
the Remaining Cost of the Project.
"Tender Agent" means The Chase Manhattan Bank, N A, or another
bank or trust company appointed by the Issuer, with the approval of
the Company and the Remarketing Agent.
"Trustee" means the Trustee at the time serving as such under the
Indenture.
"2014 Series First Mortgage Bonds" means the First Mortgage Bonds
to be created by the 2014 Series Supplemental Indenture and, at the
option of the Company, delivered to the Trustee as security for the
Company's obligation to pay the Purchase Price Installments relating
to the Series 1984 Bonds, pursuant to Section 5.3 hereof.
"2014 Series Supplemental Indenture" means the Supplemental
Indenture of Mortgage, to be dated as of the date of the 2014 Series
First Mortgage Bonds, if any, by and between the Company and State
Street Bank and Trust Company and Sun Bank of Tampa Bay, as trustees
under the First Mortgage.
"Unit" means Unit No. 4 of the Big Bend Station, an electric
generating facility, and related support facilities, as they may at
any time exist.
SECTION 1.2. Rules of Construction. (a) Words of the masculine gender
shall be deemed and construed to include correlative words of the
feminine and neuter genders.
(b) Unless the context shall otherwise indicate, the words
"Bond", "owner", "holder" and "person" shall include the plural as
well as the singular number; the word "person" shall include any
individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof and the word 'holder"
of "Bond holder" when used herein with respect to Bonds shall mean the
registered owner of one or more Bonds at the time issued and
outstanding under the Indenture.
(c) Words importing the redemption or calling for redemption of the
Bonds shaft not be deemed to refer to or to connote the payment of
Bonds at their stated maturities.
(d) The captions or headings in this Contract are for convenience only
and in no way limit the scope or intent of any provision or section of
this Contract.
(e) All references herein to particular articles or sections are
<PAGE>
references to articles or sections of this Contract unless some other
reference is indicated.
ARTICLE II
Representations
SECTION 2.1. Representation by the Issuer. The Issuer makes the
following representations, as of the date of delivery of this
Contract:
(a) The Issuer is duly authorized under the provisions of the Act to
enter into, execute and deliver this Contract, to undertake the
transactions contemplated by this Contract and to carry out its
obligations hereunder, and the Issuer has duly authorized the
execution and delivery of this Contract;
(b) The Issuer proposes to cause the acquisition, construction and
installation of the Project at the Unit, pursuant to the terms and
conditions expressed herein, all for the purpose of promoting
effective and efficient pollution control throughout the State of
Florida;
(c) The Issuer proposes to issue under section 208 of the Indenture
$82,000,000 aggregate principal amount of its Series 1984 Bonds for
the purpose of paying a portion of the Remaining Cost of the Project;
and
(d) By proper action of the Issuer, the officers of the Issuer
executing and attesting this Contract have been duly authorized to
execute and deliver this Contract.
SECTION 2.2. Representations by the Company. The Company makes the
following representations, as of the date of delivery of this
Contract:
(a) The Company is a corporation organized and existing under the laws
of the State of Florida and has power to enter into this Contract;
(b) By proper corporate actions the officers of the Company executing
and attesting this Contract have been duly authorized to execute and
deliver this Contract;
(c) Neither the execution or delivery of this Contract or the-
consummation of the transactions contemplated herein (including,
without limitation, execution and delivery of the 2014 Series First
Mortgage Bonds, if any), nor the fulfillment of or compliance with the
terms hereof will conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, the Company's
Restated Articles of Incorporation, its by-laws, or any indenture,
mortgage, deed of trust or other agreement or instrument to which the
Company is now a party or by which it is bound;
(d) The facilities comprising the Project constitute a "project"
within the meaning of Section 159.44(2) of the Act;
(e) All of the proceeds of the Series 1984 Bonds (exclusive of accrued
<PAGE>
interest) will be used for payment of the "cost" (within the meaning
of the Act) of the Project, except as provided in Article IV of the
Indenture;
(f) Not less than substantially all of the proceeds of each series of
Bonds will be used to provide "sewage or solid waste disposal
facilities" or "air or water pollution control facilities" within the
meaning of Section 103(b)(4)(E) or (F), respectively, of the Code; and
(g) All necessary authorizations, approvals, consents and other orders
of any governmental authority or agency for the execution and delivery
by the Company of this Contract have been obtained and are in full
force and effect.
ARTICLE III
CONVEYANCE CLAUSE
SECTION 3.1. Sale of the Project and Confirmation of Sale of the
Project. The Issuer hereby grants, bargains and sells to the Company,
and the Company hereby purchases from the Issuer, all of the Issuer's
rights, title interest in the Project and each and every component
thereof, in accordance with the provisions of this Contract. The
Issuer hereby confirms its grant, bargaining and sale to the Company,
and the Company hereby confirms its purchase from the Issuer, pursuant
to and in accordance with the provisions of the Initial Contract, of
all of the Issuer's rights, title and interest in the Project and each
and every component thereof. The Issuer agrees to execute and deliver
to the Company such further conveyances or other evidences of title to
the Project and each and every component thereof as the Company may
from time to time reasonable require.
ARTICLE IV
COMMENCEMENT AND COMPLETION OF THE PROJECT;
ISSUANCE OF THE BONDS
SECTION 4.1. Agreement and Confirmation of Agreement to Acquire and
Construct the Project. In accordance with the provision of Section
4.3 hereof and Section 404 of the Indenture and except as otherwise
provided in the Indenture, it is agreed that the proceeds, except
accrued interest, from the sale of the Bonds (other than Refunding
Bonds) will be used solely to pay a portion of the Remaining Cost of
the Project, and thereby the Project will continue to be acquired,
constructed and installed at the Unit, substantially in accordance
with the plans and specifications of the Company, including any and
all supplements, amendments and additions thereto and in accordance
with change orders approved in writing by the Company, and to
reimburse the Company for any Remaining Cost of the Project heretofore
or hereafter paid by the Company from its own funds; provided,
however, that no supplement, amendment, addition or change order
relating to the plans and specifications shall be inconsistent with
the representations made in subsections (d), (e) and (f) of Section
2.2 hereof or; except as permitted by the fourth paragraph of this
Section 4.1, change the essential character and function of the
Project initially described in Exhibit A hereto.
<PAGE>
It is understood that the Company has acted and shall act as an
independent contractor for the issuer in connection with such
acquisition, construction and installation of the Project and as such
independent contractor will affirmatively perform all responsibilities
of the Issuer in connection with the acquisition, construction or
installation of the Project. The Issuer shall not execute any
contract for the acquisition, construction or installation of the
Project or any part thereof or for the purchase of any part thereof
without the prior written approval of the Company.
The Issuer agrees to cause the acquisition, construction and
installation of the Project to be continued after receipt of the
proceeds from the sale of the Series 1984 Bonds and to use its best
efforts to cause said acquisition, construction and installation to be
completed as promptly as possible in accordance with the plans and
specifications therefor, delays by reason of "force majeure" (as
defined in Section 9.1 hereof) beyond the reasonable control of the
Issuer only excepted, but if for any reason such acquisition,
construction and installation is not completed there shall be no
resulting liability on the part of the Issuer and no diminution in the
Purchase Price Installments or obligations on the First Mortgage
Bonds, if any, and other amounts required to be paid by the Company.
In addition to supplementing, amending and adding to the plans
and specifications for the Project, including any change orders,
within the limits set forth in the first paragraph of this Section, it
is understood and agreed that the Company shall be authorized to omit
or delete components of the Project or to add or substitute new
components as an addition to the Project or in substitution of
components thereof so omitted or deleted, provided that, if any such
change would alter the character or function of the Project or any
part thereof, the Company shall, prior to making any such change, file
with the Issuer and the Trustee a written opinion of Bond Counsel to
the effect that such change will not result in the interest on the
Bonds, or any thereof, becoming subject to Federal income taxes then
in effect. In the event of an omission, deletion, addition or
substitution as aforesaid. the Company and the issuer shill revise
Exhibit A to this Contract to reflect such omission, deletion,
addition or substitution and mail a copy of such revised Exhibit A to
the Trustee.
SECTION 4.2. Agreement to Issue Series 1984 Bonds; Applicable of
Series 1984 Bond Proceeds; Additional and Refunding Bonds. (a) The
Issuer agrees that it will as promptly as possible, issue, sell and
cause to be delivered to the purchasers thereof $82,000,000 aggregate
principal amount of Series 1984 Bonds for the purpose of paying a
portion of the Remaining Cost of the Project. Upon receipt of, and
from, the proceeds from the sale of the Series 1984 Bonds, the issuer
will (i) deposit in the Bond Fund a sum equal to the accrued interest
on the Series 1984 Bonds paid by the purchasers of the Series 1984
Bonds, and (ii) deposit in the Construction Fund the balance of the
proceeds received from the sale of the Series 1?84 Bonds.
(b) Upon the request of the Company, the Issuer may authorize the
issuance of Additional Bonds and Refunding Bonds for the purposes and
upon the terms and conditions provided in the Indenture.
<PAGE>
(c) The provisions of the Indenture and the maturities, interest
rates, redemption provisions and all other terms of the Bonds and the
prices for which they are sold are subject to the approval of the
Company.
(d) The provisions of the Indenture and of this Contract are not
intended to restrict the Company from financing any portion of the
Cost of completing the Project or from paying all or any part of the
cost of any Improvements by means other than the issuance of
Additional Seconds by the Issuer.
SECTION 4.3. Disbursements from the Construction Fund; Investments.
The issuer and the Company hereby agree that the moneys in the
Construction Fund shall be applied to the payment of the Remaining
Cost of the Project or otherwise in accordance with Article IV of the
Indenture and that such moneys shall be invested and reinvested in
accordance with Article VI of the Indenture. Any amounts remaining in
the Construction Fund after the Completion Date shall be disbursed by
the Trustee in accordance with Section 406 of the Indenture.
SECTION 4.4. Company Required to Pay Remaining Cost of Project. In the
event that moneys in the Construction Fund available for the payment
of the Remaining Cost of the Project (including the proceeds of any
Additional Bonds) should not be sufficient to pay the Remaining Cost
of the Project, the Company agrees to complete the Project and to pay
all that portion of the Remaining Cost of the Project as may be in
excess of the moneys available therefor in the Construction Fund. The
Issuer does not make any warranty, either express or implied, that the
moneys which will be paid into the Construction Fund and which, under
the provisions of this Contract, will be available for payment of the
Remaining Cost of the Project in accordance with the plans and
specifications will be sufficient to pay the Remaining Cost of the
Project. The Company agrees that if, after exhaustion of the moneys in
the Construction Fund, the Company should pay any portion of the
Remaining Cost of the Project.it shall not be entitled to any
reimbursement therefor from the Issuer or from the Trustee, except as
contemplated by Section 4.2(b) of this Contract and section 403(a) of
the indenture, or from the holders of any of the Bonds, and that it
shall not be entitled to any abatement or diminution of the purchase
price of the Project or interest thereon payable under Section 5.1(a)
hereof.
<PAGE>
SECTION 4.5. Establishment of Completion Date. The Completion Date
shall be evidenced to the Trustee by a certificate dated and signed by
an Authorized Company Representative setting forth the Cost of the
Project and stating that, except for amounts not then due and payable
or the liability for the payment of which is being contested or
disputed by the Company, (i) the acquisition, construction and
installation of the Project have been completed substantially in
accordance with the plans and specifications therefor and the Cost of
the Project has been paid, and (ii) all other facilities necessary in
connection with the Project have been acquired, constructed and
installed in accordance with the plans and specifications therefor and
all costs and expenses incurred in connection therewith have been
paid. Notwithstanding the foregoing, such certificate shall state that
it is given without prejudice to any rights against third parties
which exist at the date of such certificate or which may subsequently
come into being.
SECTION 4.6. Company to Pursue Remedies Against Contractors and
Subcontractors and Their Sureties. In the event of default of any
contractor or subcontractor under any contract made by it in
connection with the Project the Company may, in its own name or in the
name of the Issuer, prosecute or defend any action or proceeding or
take any other action involving any such contractor, subcontractor or
surety which the Company deems reasonably necessary, and in such event
the Issuer hereby agrees to cooperate fully with the Company in any
such action or proceedings. Any additional costs or expenses of the
Issuer shall be reimbursed by the Company to the Issuer in accordance
with the provisions of Section 5.1(c) hereof.
SECTION 4.7. Covenant Against Arbitrage. The Company covenants and
agrees that it will not make or permit any use, and will not direct
the Trustee to make any use, of the proceeds of the Bonds which, if
such use had been reasonably expected on the day of the issuance of
the Bonds, would have caused the Bonds to be arbitrage bonds within
the meaning of Section 103(c) of the Code and applicable regulations
promulgated from time to time thereunder.
SECTION 4.8. No Third Party Beneficiary. It is specifically agreed
between the parties executing this Contract that it is not intended by
any of the provisions of any part of this Contract to create in the
public or any member thereof, other than as expressly provided herein
or in the Indenture, a third party beneficiary hereunder, or to
authorize anyone not a party to this Contract, or specifically
indemnified hereunder, to maintain a suit for personal injuries or
property damage pursuant to the terms or provisions of this Contract.
The duties, obligations and responsibilities of the parties to this
Contract with respect to third parties shall remain as imposed by law.
<PAGE>
ARTICLE V
PAYMENT PROVISIONS
SECTION 5.1. Purchase Price and Other Amounts Payable. (a) The
purchase price for the Project shall be an amount equal to the
principal amount of the Bonds, and the interest to be paid on such
purchase price shall be an amount equal to the aggregate of the
premium, if any, and interest on the Bonds The Company agrees to pay
to the Trustee for the account of the Issuer the purchase price of the
Project and the interest thereon in installments (herein called the
Purchase Price Installments) due on the dates, in the amounts and in
the manner provided in the Indenture for the Issuer to cause payment
to be made to the holders of the Bonds of the principal of and
premium, if any, and interest on the Bonds, whether at their
maturities, upon redemption or otherwise, provided that any amount
credited under the Indenture against any payment required to be made
by the Issuer thereunder shall be credited against the corresponding
payment required to be made by the Company hereunder. Notwithstanding
anything to the contrary contained herein, the Company covenants that
it will pay the Purchase Price Installments at such times and in such
amounts to assure that payment of the principal of and premium. if
any, and interest on the Bonds shall be made when due.
(b) The Company agrees to pay to the Trustee for the account of the
Issuer, until the principal of and premium, if any, and interest on
the Bonds shall have been fully paid or provision for the payment
thereof shall have been made in accordance with the provisions of the
Indenture. (i) the reasonable fees and charges of the Trustee and all
expenses (including reasonable counsel fees) incurred by the Trustee
under this Contract or the Indenture as the same become due, (ii) the
reasonable fees and charges of any other paying agents and the
Indexing Agent and the Tender Agent for the Bonds as the same become
due, and (iii) any expenses incurred in connection with the purchase,
redemption or remarketing of Bonds.
(c) The Company agrees to pay to or on behalf of the Issuer, on or
before the date of issuance of each series of Bonds, all reasonable
expenses of the Issuer incurred in connection with this Contract,the
Indenture, the Bonds and the First Mortgage Bonds, if any, including,
without limitation, any and all administrative expenses relating to
the Company's application process, costs of validation and issuance of
the Bonds and the fees and expenses of the Issuer's attorneys. The
Company agrees to pay to or on behalf of the Issuer, costs or expenses
incurred after such dates of issuance, within 30 days after notice
thereof.
SECTION 5.2. Obligations of Company Hereunder Unconditional. Until
such time as the principal of and premium, if any, and interest on the
Bonds shall have been fully paid or deemed to have been paid as
provided pursuant to Article XIII of the Indenture, the Company's
obligations under this Contract shall be absolute and unconditional,
and the Company (a) will not suspend or discontinue payment of any
amounts required to be paid by it pursuant to Section 5.1 hereof, (b)
will perform and observe all of its other agreements contained in his
Contract, and (c) except as permitted by this Contract, will not
terminate this Contract for any cause, including, without limiting the
<PAGE>
generality of the foregoing, failure of the issuer to complete the
Project, the occurrence of any act or circumstance that may constitute
failure of consideration, destruction of or damage to the Project,
commercial frustration of purpose, any change in the tax or other laws
of the United States of America or of the State of Florida or any
political subdivision of either of them, or any failure of the Issuer
to perform or observe any agreement, whether express or implied, or
any duty, liability or obligation arising out of or connected with
this Contract.
Nothing contained in this Section shall be construed to release the
Issuer from the performance of any of the agreements on its part
herein contained and in the event the Issuer should fail to perform
any such agreement on its part, the Company may institute such action
against the issuer as the Company may deem necessary to compel
performance of the Issuer hereunder so long as such action shall not
violate the agreements on the part of the Company contained in the
first sentence of this Section or diminish the amounts required to be
paid by the Company pursuant to Section 5.1 hereof.The Company may
also, at its own cost and expense and in its own name or in the name
of the issuer,prosecute or defend any action or proceeding or take any
other action involving third persons which the Company deems
reasonably necessary in order to secure or protect its right of
possession, occupancy and use thereunder, and in such event the Issuer
hereby agrees to cooperate fully with the Company and at the Company's
expense, to take all action necessary to effect the substitution of
the Company for the issuer in any action or proceeding if the Company
shall so request.
SECTION 5.3. First Mortgage Bonds. (a) In order to provide collateral
security for the Company's obligations to make payment of Purchase
Price Installments relating to any one or more series of Bonds, as
required under Section 5.1 of this Contract, the Company may elect to
issue and deliver to the Trustee, one or more series of First Mortgage
Bonds (i) registered in the name of the Trustee, (ii) which shall have
the same stated rate or rates of interest prior to maturity, payable
at the same times, and (iii) which shall become due in the same
principal amount or amounts either by redemption, through operation of
a sinking fund or by maturity, on the same date or dates, as such
series of Bonds. Each series of the First Mortgage Bonds shall be
held subject to the terms and provisions of the Indenture and the
First Mortgage.
(b) To exercise the election described in subsection (a) of this
Section 5.3, the Company shall, not less than 14 days prior to the
proposed date of delivery of each series of First Mortgage Bonds, (i)
give to the Issuer and the Trustee written notice that shall designate
the series of Bonds for which such series of First Mortgage Bonds
shall be delivered, the rate or rates of interest to be borne by such
series of First Mortgage Bonds, the principal amount or amounts, the
maturity or maturities and the redemption provisions of such series of
First Mortgage Seconds and the date on which such series of First
Mortgage Bonds shall be delivered and (ii) deliver to the Trustee and
the Issuer a written opinion of Bond Counsel to the effect that such
election and the delivery of such series of First Mortgage Bonds will
not cause the interest on the corresponding series of Bonds to become
subject to Federal income tax; provided, however, that in the event
<PAGE>
the Company elects to deliver First Mortgage Bonds concurrently with
the issuance of the corresponding series of Bonds, the notice and
opinion described in this subsection (b) need not be given.
SECTION 5.4. Creation of Subordinated Security Interest. As security
for the performance by the Company of its obligations under Section
5.1(a) hereof, the Company hereby grants to the Issuer a subordinated
security interest in the Collateral and in each component thereof
which has been or will be acquired hereunder by the Company from the
Issuer. It is agreed that the security interest hereby granted
(including the Issuer's rights of possession or repossession of the
Collateral or any rights conferred upon the issuer under the Uniform
Commercial Code of the State of Florida or otherwise) is hereby made,
and shall at all times be, subject to (i) the rights of the holders of
the First Mortgage Bonds of the Company including the First Mortgage
Bonds, issued and outstanding or to be issued under, the lien of the
First Mortgage and (ii) any future security interest or lien created
to secure any indebtedness or other obligations of the Company now
existing or hereinafter issued or incurred under any indenture or
other instrument which expressly provides that any such security
interest or lien securing such indebtedness or obligations shall be
superior to the security interest hereby granted; provided that
nothing in said First Mortgage or in such other instrument or
indenture or in this Section 5.4 shall affect or diminish the
obligations of the Company under Section 5.1(a) hereof. Such security
interest shall remain in effect until the Company shall have satisfied
its obligations under Section 5.1 (a) hereof at which time the Issuer
shall cause the execution and delivery to the Company of such
documents as shall be necessary to effect or evidence the termination
of such security interest.
ARTICLE V
MAINTENANCE AND REMOVAL
SECTION 6.1 Maintenance and Modifications of Project by Company.
Subject to the provisions of Section 6.2 hereof, the Company agrees
that so long as any Bonds are outstanding it will at its own expense
maintain, repair and operate the Project. The Company may make
modifications to completed components of the Project.
SECTION 6.2. Removal of Portions of the Project. The Company shall not
let under any obligation to renew, repair or replace any inadequate,
obsolete, worn-out, unsuitable, undesirable or unnecessary portion of
the Project. In any instance where the Company determines that any
portion of the Project has become inadequate, obsolete, worn-out,
unsuitable, undesirable or unnecessary, the Company may remove such
portion of the Project and sell, trade in, exchange or otherwise
dispose of such removed portion of the Project without any
responsibility or accountability to the Issuer, the Trustee or the
holders of the Bonds. The removal of any portion of the Project
pursuant to the provisions of this Section shall not entitle the
Company to any abatement or diminution of the amounts required to be
paid pursuant to Section 5.1 hereof.
ARTICLE VII
<PAGE>
SPECIAL COVENANTS
SECTION 7.1. No Warranty of Condition or Suitability by the Issuer.
THE ISSUER MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED, AS TO THE
CONDITION OF THE PROJECT OR ITS SUITABILITY FOR THE COMPANY'S PURPOSES
OR NEEDS.
SECTION 7.2. Access to the Project. The Issuer and its duly authorized
agents shall have such rights of access to the Project and the Unit as
may be reasonably necessary to inspect the progress of the
acquisition, construction and installation of the Project.
SECTION 7.3. Company to Maintain its Corporate Existence; Conditions
Under Which Exceptions Permitted. The Company agrees that, so long as
any Bonds are outstanding, it will maintain its corporate existence,
will not dissolve or otherwise dispose of all or substantially all of
its assets and will not consolidate with or merge into another
corporation or permit one or more other corporations to consolidate
with or merge into it; provided that the Company may, without
violating its agreement contained in this Section, consolidate with or
merge into another corporation, or permit one or more other
corporations to consolidate with or merge into it or sell or otherwise
transfer to another corporation all or substantially all of its assets
as an entirety and thereafter dissolve, provide the surviving,
resulting or transferee corporation, as the case may be (if other than
the Company), is a corporation organized and existing under the laws
of one of the states of the United States, and assumes in writing all
of the obligations of the Company herein, and, if not a Florida
corporation, is qualified to do business in the State of Florida.
SECTION 7.4. Indemnification Covenants. (a) The Company hereby agrees
to indemnify the Issuer, the Tender Agent, Indexing Agent and
Remarketing Agent and the Trustee against claims arising out of
construction agreements and the construction or operation of the
Project and to pay or bond and discharge and indemnify and hold
harmless the Issuer from and against (i) any lien or charge upon
payments by the Company to or for the account of the Issuer hereunder
and (ii) any taxes,assessments, impositions and other charges of any
Federal, state or municipal government or political body in respect of
the Project. If any such claim is asserted, or any such lien or charge
upon payments,or any such taxes, assessments, impositions or other
charges are sought to be imposed, the Issuer, the Tender Agent, the
Indexing Agent, the Remarketing Agent or the Trustee, as the case may
be, shall give prompt notice to the Company, and the Company shall pay
the same or bond and assume the defense thereof, with full power to
contest litigate, compromise or settle the same in its sole
discretion.
(b) The Company shall at all times protect and hold the Issuer, its
members, officers and employees, its agents and attorneys, the Tender
Agent, the Indexing Agent and the Remarketing Agent harmless against
any claim or liability arising from the Contract, the Indenture, the
Bond Resolution, the issuance of the Bonds and all transactions
pertaining thereto, including but not limited to, any loss or damage
to property or any injury to or death of any person that may be
occasioned by any cause whatsoever pertaining to the Project or to the
use thereof, in excess of any insurance proceeds available to the
<PAGE>
Issuer in connection therewith, such indemnification to include
reasonable expenses and attorneys fees incurred by the Issuer, its
members, officers and employees, and its agents and attorneys, the
Tender Agent, the Indexing Agent and the Remarketing Agent in
connection therewith. Nothing contained herein shall require the
Company to indemnify the Issuer for any claim or liability resulting
from the willfully wrongful acts or gross negligence of the Issuer,
its members, officers and employees or its agents and attorneys or the
Tender Agent, the Indexing Agent or the Remarketing Agent.
ARTICLE VIII
ASSIGNMENT, LEASING AND SALE
SECTION 8.1. Assignment, Leasing and Sale by the Company. This
Contract may be assigned,and the Project may be leased or sold as a
whole or in part, by the Company without the necessity of obtaining
the consent of either the Issuer or the Trustee, subject however,
except as provided in Section 7.3 hereof, to each of the following
conditions:
(a) no assignment, lease or sale shall relieve the Company from
liability for any of its obligations hereunder, and in the event of
any such assignment, lease or sale the Company shall continue to
remain primarily liable for the payments required to be made pursuant
to Section 5.1 hereof and for the performance and observance of the
other agreements on its part herein contained;
(b) the assignee, lessee or buyer shall assume the obligations of the
Company hereunder to the extent of the interest assigned, leased or
sold, except the Company's obligations under Sections 5.1, 5.3 and
10.3 hereof; and
(c) the Company shall, not later than 10 days prior to the delivery
thereof, furnish or cause to be furnished to the Issuer and to the
Trustee a true and complete copy of the form of each such proposed
assignment, lease or conveyance, as the case may be.
SECTION 8.2. Assignment Of Contract Rights by the Issuer. The Company
hereby consents to the pledge and assignment by the Issuer to the
Trustee of (i) all of its rights under this Contract(except its rights
under Sections 5.1(c) and 9.4 hereof to payment of certain costs and
expenses and under Section 7.4 hereof to indemnification) to the
Trustee under the Indenture for the benefit of the holders from time
to time of the Bonds as security for payment of the principal of and
premium, if any,and interest on the Bonds, (ii) its subordinated
security interest in the Collateral and (iii) any interest it may have
in the First Mortgage Bonds, if any, as additional security for the
payment of the principal of and premium, if any, and interest on the
Bonds. The Company hereby agrees that by virtue of such pledge and
assignment the Trustee may enjoy and enforce all such rights of the
Issuer hereunder and that, as to the Trustee, its obligation to make
payments of Purchase Price installments shall be absolute and shall
not be subject to any defense or any right of set-off counterclaim or
recoupment arising out of any breach by the Issuer or the Trustee of
any obligation to the Company, whether hereunder or otherwise, or out
of any indebtedness or liability at anytime owing to the Company by
<PAGE>
the Issuer or the Trustee.
The Issuer agrees that, except for such pledge and assignment, it will
not pledge, assign, mortgage,encumber, convey or otherwise transfer
any of its interests or rights under this Contract provided however,
that if the laws of the State of Florida at the time shall so permit,
nothing contained in this Section shall prevent the consolidation of
the Issuer with, or merger of the Issuer into any public corporation
the property and income of which are not subject to taxation and
provided, further, that upon any such consolidation, merger or
transfer, the due and punctual payment of the principal of,premium, if
any and interest on the Bonds according to their tenor, and the due
and punctual performance and observance of all the agreements and
conditions of this Contract to be kept and performed by the Issuer,
shall be expressly assumed in writing by the corporation resulting
from such consolidation or surviving such merger.
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
SECTION 9.1. Events or Default Defined. The following shall be "events
of default" under this Contract, and the terms "event of default" and
"default" shall mean, whenever they are used in this Contract, any one
or more of the following events:
(a) Failure by the Company to pay or cause to be paid when due the
Purchase Price Installments on the dates, in the amounts and in the
manner required by Section 5.1(a) hereof, which failure shall have
resulted in an event of default under subsection (a) or (b) of Section
801 of the Indenture.
(b) Failure by the Company to observe or to perform any covenant,
condition, representation or agreement in this Contract on its part to
be observed or performed other than as referred to in clause (a) of
this Section, for a period of 90 days after written notice, specifying
such failure and requesting that it be remedied, has been given to the
Company by the Issuer or the Trustee, which may give such notice in
its discretion and shall give such notice at the written request of
the holders of not less than a majority in principal amount of the
Bonds then outstanding, unless the Issuer and the Trustee, or the
Trustee and the holders of a principal amount of Bonds not less than
the principal amount of Bonds the holders of which requested such
notice as the case may be agree in writing to an extension of such
period prior to its expiration; provided, however, that the Issuer and
the Trustee, or the Issuer, the Trustee and the holders of such
principal amount of Bonds, as the case may be, shall be deemed to have
agreed to an extension of such period if, in the opinion of the
Trustee, which may be based on an opinion of counsel (including
counsel to the Company), corrective action has been instituted by the
Company within the applicable period and is being diligently pursued.
(c) The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Company in an
involuntary case under the federal bankruptcy laws, as now or
hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver,
<PAGE>
liquidator, assignee, custodian, trustee or sequestrator (or similar
official) of the Company or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs and the
continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days.
(d) The commencement by the Company of a voluntary case under the
federal bankruptcy laws, as now constituted or hereafter amended, or
any other applicable federal or state bankruptcy, insolvency or other
similar law, or the Consent by it to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or other similar official) of the Company or for any
substantial part of its property, or the making by it of any
assignment for the benefit of creditors or the taking of corporate
action by the Company in furtherance of any of the foregoing.
(e)First Mortgage Bonds have been delivered in connection with any
series of Bonds, and a "default" as defined in Section 12.01 of the
First Mortgage shall have occurred and be continuing.
The provisions of subsection (b) of this Section are subject to the
following limitations: if by reason of force majeure the Company is
unable as a whole or in part to carry out its agreements herein
contained, other then the obligations on the part of the Company
contained in Article V and Sections 7.3., 7.4 and 9.4 hereof, the
Company shall not be deemed in default during the continuance of such
inability. The term "force majeure" as used herein shall mean the
following: acts of God; strikes,lockouts or other industrial
disturbances; acts of public enemies; orders of any kind of the
government of he United States or of the State of Florida or any of
their departments, agencies or officials or any political subdivision
thereof, or any civil or military authority insurrections; riots:
epidemics; land-slides; lightning; earthquake; fire; hurricanes;
storms; floods; washouts; droughts; arrests; restraint of government
and people; civil disturbances; explosions; breakage or accident to
machinery; partial or entire failure of utilities; or any other cause
or event not reasonably within the control of the Company. The
Company agrees, however, to use its best efforts to remedy with all
reasonable dispatch the cause or causes preventing the Company from
carrying out its agreements; provided, that the settlement of strikes,
lockouts and other industrial disturbances shall be entirely within
the discretion of the Company, and the Company shall not be required
to make settlement of strikes, lockouts and other industrial
disturbances by acceding to the demands of the opposing party or
parties when such course is in the judgment of the Company unfavorable
to the Company.
SECTION 9.2. Remedies on Default. Upon the occurrence and continuance
of an event of default specified in Section 9.1 hereof, and further
upon the condition that all Bonds outstanding under the Indenture
shall have become immediately due and payable, the Purchase Price
Installments shall, without further action, become immediately due and
payable.
Any waiver of an event of default under the Indenture and a rescission
and annulment of its consequences shall constitute a waiver of the
corresponding event of default under this Contract and a rescission
<PAGE>
and annulment of the consequences thereof.
Upon the occurrence and continuance of any event of default the Issuer
may take whatever action at law or in equity may appear necessary or
desirable to collect the Purchase Price Installments then due and
thereafter to become due or to enforce performance and observance of
any obligation, agreement or covenant of the Company under this
Contract.
Except as provided in Section 507 of the Indenture, any amounts
collected pursuant to action taken under this Section 9.2 shall be
paid into the Bond Fund and applied in accordance with the provisions
of the Indenture or, if the Bonds have been fully paid (or deemed to
have been paid pursuant to and in accordance with the provisions of
Article XIII of the Indenture), to the Company.
In the enforcement of the remedies provided in this Section, the
Issuer may treat all expenses of enforcement, including, without
limitation, reasonable legal, accounting and advertising expenses and
Trustee's fees and expenses, as amounts then due and owing under
Section 5.1 (c) hereof.
SECTION 9.3. No Remedy Exclusive. No remedy herein conferred upon or
reserved to the Issuer is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under
this Contract or now or hereafter existing at law or in equity or by
statute. No delay or omission to exercise any right or power accruing
upon any default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right and power may be
exercised from time to time and as often as may be deemed expedient.
SECTION 9.4. Agreement to Pay Attorneys' Fees and Expenses. In the
event the Company should default under any of the provisions of this
Contract, or the First Mortgage if any First Mortgage Bonds shall have
been delivered to the Trustee and the Issuer should employ attorneys
or incur other expenses for the collection of the Purchase Price
Installments or the enforcement of performance or observance of any
obligation or agreement of the Company herein or therein contained,
the Company agrees that it will on demand therefor pay to the Issuer
the reasonable fees of such attorneys and such other reasonable
expenses so incurred by the Issuer.
SECTION 9.5. No Additional Waiver Implied by One Waiver. In the
event any agreement contained in this Contract should be breached by
either party and thereafter waived by the other party, such waiver
shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.
ARTICLE X
PREPAYMENT; PURCHASE OF BONDS
SECTION 10.1. Right to Prepay Purchase Price of Project, (a) The
Company shall have, and is hereby granted, the option to prepay so
much of the unpaid balance of the purchase price of the Project,
together with interest accrued thereon, as may be required to redeem,
<PAGE>
pursuant to Section 301 (b) of the Indenture, all Series 1984 Bonds
then outstanding, if:
(i) in the opinion of the Company, the continued
construction or operation by the Company of the Unit is
impracticable, uneconomical or undesirable due to (A) the
imposition of taxes or other liabilities or burdens not being
imposed as of the date of the Series 1984 Bonds, (B) changes in
technology or in the economic availability of raw materials or
operating supplies or equipment or (C) destruction of or damage
to all or a substantial portion of the Unit; or
(ii) all or substantially all of the Unit shall have been
condemned or taken by eminent domain; or
(iii) the construction or operation by the Company of the
Unit shall have been enjoined and the Company shall have been
prevented from carrying on construction or normal operations at
the Unit for a period of 6 months or more; or
(iv) in the event the Series 2014 First Mortgage Bonds have
been issued, all or substantially all the mortgaged and pledged
property constituting bondable property which at the time shall
be subject to the lien of the First Mortgage as a first lien
shall be released from the lien of the First Mortgage pursuant to
the provisions thereof, and available moneys in the hands of the
trustee or trustees at the time serving as such under the First
Mortgage, including any moneys deposited by the Company available
for the purpose, are sufficient to redeem all the first mortgage
bonds of all series at the redemption prices (together with
accrued interest to the date of redemption) specified therein
applicable to the redemption thereof upon the happening of such
event.
For purposes of clause (i) of this substation (a) of Section 10.1, the
"opinion of the Company" shall be expressed to the Issuer and the
Trustee by delivery of a certified copy of a resolution of the Board
of Directors of the Company or the Executive Committee thereof stating
that it is the opinion of said Board of Directors or Executive
Committee that the circumstances, situations or conditions described
in subclause (A), (B) or (C) of such clause (i) exist to the extent
required for the Company to exercise the option provided.
(b) The Company shall have, and is hereby granted, the option to
prepay all or any portion of the unpaid balance of the purchase price
of the Project, together with interest thereon, at any time by taking,
or causing the Issuer to take, the actions required and permitted by
the Indenture (i) to discharge the lien thereof through the
redemption, or provision for payment or redemption, of all Bonds then
outstanding, as provided in Article XIII of the Indenture or (ii) to
effect the redemption, or provision for payment or redemption, of less
than all Bonds then outstanding.
SECTION 10.2. Procedure for Optional Prepayments. To exercise an
option granted in Section 10.1 hereof, the Company shall give written
notice to the Issuer and the Trustee which shall designate therein the
principal amount, series and maturities of the Bonds to be redeemed,
or for the payment or redemption of which provision is to be made,
and, in the case of redemption or provision for redemption, shall
specify (a) the date of redemption, which shall not be less than 45
days from the date the notice is mailed and (b) the applicable
<PAGE>
redemption provision of the Indenture.
SECTION 10.3. Special Mandatory Prepayments of Purchase Price. (a)
Unless the Company shall obtain and deliver to the Issuer and the
Trustee, on or before January 16. 1985, an opinion of Bond Counsel
(the "substitute Bond Counsel opinion") that shall restate (but be
dated the same date as) the opinion of Bond Counsel delivered on the
date of issuance of the Series 1984 Bonds the "initial Bond Counsel
opinion") but omit the qualification relating to the exemption of the
interest on the Series 1984 Bonds from Federal income taxes and
referring to pending Congressional legislation, as set forth in the
last paragraph of the initial Bond Counsel opinion, and omit
references thereto in such opinion, the Company shall prepay, on or
before January 31, 1985, so much of the unpaid balance of the purchase
price of the Project as shall be required to provide for the
redemption of all or a potion of the Series 1984 Bonds in accordance
with the provisions of Section 301(d)(i) of the Indenture, on the date
selected for redemptions, at a redemption price of 100% of the
principal amount thereof, plus interest accrued to the redemption
date, and without premium. If the Company shall obtain a substitute
Bond Counsel opinion on or before January 16, 1985, whether or not in
connection with the conversion of the interest rate on the Series 1984
Bonds to a fixed rate, then and thereafter the requirements of the
foregoing sentence shall be deemed to have been satisfied and the
Series 1984 Bonds shall not be subject to redemption pursuant to this
subsection (a) of Section 10.3. In the event the Company is required
to make a prepayment of the purchase price of the Project pursuant to
this subsection (a) of Section 103, the Company shall give notice to
the Issuer and the Trustee of the date selected for redemption, such
redemption date to be not earlier than five days after the date of
such notice.
(b) If, as a result of the failure of the Company to observe any
covenant, agreement or representation in this Contract, a court of
competent jurisdiction or an administrative agency finally determines
(such determination not to be considered final unless the Company has
been given written notice and, if it so desires, has been afforded an
opportunity, at the Company's expense, to contest,either directly or
in the name of any holder of a Series 1984 Bond, any such
determination or until the conclusion of any appellate review if
sought by the Company) that the interest payable on any Series 1984
Bond is includible for Federal income tax purposes in the gross
income, as defined in Section 6.1 of the Code of any holder of a
Series 1984 Bond (other than a "substantial user" of the Project of a
"related person", as defined in the Code), the Company shall, within
180 days of the time of such final determination, prepay so much of
the unpaid balance of the purchase price of the Project as shall be
required to provide for the redemption of all or any portion of the
Series 1984 Bonds in accordance with the provisions of Section
301(d)(ii), of the Indenture, on the date selected for redemption at a
redemption price of 100% of the principal amount thereof, plus
interest accrued to the redemption date, but without premium. The
Company will give notice to the Issuer and the Trustee in writing of
the date selected for redemption not later than 90 days after the date
of such final determination, such redemption date to be not more than
90 days after the date of such written notice.
<PAGE>
SECTION 10.4. Action to be Taken by Issuer. Upon receipt of a notice
pursuant to Section 10.2 or 10.3 hereof, the Issuer shall forthwith
take or cause to be taken all actions required under the Indenture to
effect the redemption, or provision for payment or redemption, of
Bonds in accordance with the provisions of the Indenture.
SECTION 10.5. Purchase of Bonds. The Company may at any time, and
from time to time, direct the Trustee by written notice to apply any
moneys remaining in the Bond Fund after payment of the principal of
and premium, if any, and interest on all the Bonds then due, together
with any additional moneys furnished to the Trustee for this purpose,
to the purchase of Bonds in the open market.
Series 1984 Bonds purchased by the Company from moneys transferred to
the Bond Fund from the Construction Fund pursuant to Section 406 of
the Indenture shall be delivered to the Trustee for cancellation in
accordance with the Indenture.
SECTION 10.6. Relative Position of Contract and Indenture. The
rights and options granted to, and the obligations of, the Company set
forth in this Article shall be and remain prior and superior to the
rights of the Trustee under the Indenture and may be exercised or
shall be fulfilled, as the case may be, whether or not the Company is
in default hereunder, provided that such default will not result in
nonfulfillment of any condition to the exercise of any such right or
option.
SECTION 10.7. Mandatory Purchase by the Company of the Series 1984
Bonds at the Election of the Registered Owners. (a) Except as provided
in Section 10.8 hereof, the Company hereby agrees to purchase on the
first day of each Interest Rate Period (except the first Interest Rate
Period) all of the Series 1984 Bonds or portions thereof properly
tendered to the Tender Agent for purchase in accordance with Section
306 of the Indenture, at a price equal to 100% of the principal amount
thereof; provided, however, that if and to the extent the Remarketing
Agent sells all or a portion of the Series 1984 Bonds so tendered for
purchase, the Company shall be deemed to have satisfied its obligation
to purchase the Series 1984 Bonds so tendered for purchase and resold
as described in this subsection (a) of Section 10.7.
(b) To comply with the requirements of subsection (a) of this Section
10.7, the Company shall deposit with the Tender Agent in immediately
available funds an amount that, together with the proceeds received by
the Remarketing Agent from the sale of all or a portion of the Series
1984 Bonds tendered purchase, will be sufficient to cause the Tender
Agent to purchase on behalf of the Company all of the Series 1984
Bonds tendered for purchase.
(c) On or before the date on which Series 1984 Bonds are to be
purchased pursuant to tenders made in accordance with Section 306 of
the Indenture, the Company shall obtain from the Remarketing Agent and
deliver to the Tender Agent, the Issuer and the Trustee a certificate
setting forth the numbers and principal amounts of all Series 1984
Bonds sold by the Remarketing Agent and the price or prices at which
such Series 1984 Bonds were purchased or sold.
SECTION 10.8. Option to Terminate the Company's Obligation to Purchase
<PAGE>
the Series 1984 Bonds; Automatic Termination of the Company's
Obligation to Purchase the Series 1984 Bonds. (a) The Company may
elect to terminate its obligation under Section 10.7 hereof to
purchase all of the Series 1984 Bonds tendered for purchase by
delivering to the Trustee, the Issuer, the Tender Agent and the
Remarketing Agent on or before December 26 if the Fixed Rate Date is
to be after January 1, 1985 and on the 26th day of the second month
preceding the Fixed Rate Date if the Fixed Rate Date is to be on or
before January 1, 1985, written notice of its intention so to do,
together with a written opinion of Bond Counsel to the effect that the
termination of such obligation will not cause the interest on the
Series 1984 Bonds or any thereof to become subject to Federal income
tax. Upon receipt by the Trustee of notice from the Company of its
election to terminate its obligation to purchase such Series 1984
Bonds, the Trustee will give notice on January 1 (or on the 1st day of
the month immediately preceding the Fixed Rate Date if the Fixed Rate
Date is to be on or before January 1,1985) to the registered owners of
Series 1984 Bonds of such series that beginning in the next Interest
Rate Period and for each Interest Rate Period thereafter, such Series
1984 Bonds will bear interest at the rate determined in accordance
with Section 208(c)(ii) of the Indenture. After the Fixed Rate Date,
the Series 1984 Bonds shall bear interest at such rate, and the
Company shall no longer have any obligation pursuant to Section 10.7
to purchase Series 1984 Bonds tendered for purchase.
(b) In the event that prior to the Fixed Rate Date, the Fixed Rate
Index on November 26 and December 26 in 1985 or any year thereafter is
5% or lower, the obligation of the Company to purchase all of the
Series 1984 Bonds tendered for purchase on February 1 of any year
after the year in which the Fixed Rate Index reached 5% or lower shall
terminate.
<PAGE>
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Notices. All notices, certificates or other
communications hereunder shall be sufficiently given and shall be
deemed given on the fifth day following the day on which the same have
been mailed by registered mail, postage prepaid, addressed as follows:
if to the Issuer, to Hillsborough County Industrial Development
Authority, c/o Cason & Henderson, Post Office Box 2150, Tampa, Florida
33601, Attention: Warren M. Cason, Esq.; if to the Company, to Tampa
Electric Company, Post Office Box 111. Tampa, Florida 33601,
Attention: Corporate Secretary; if to the Trustee, to NCNB National
Bank of Florida, Post Office Box 1469, Tampa, Florida 33601,
Attention: Corporate Securities Services and if to the Tender Agent,
to The Chase Manhattan Bank, NA., 1 New York Plaza, New York, New York
10081, Attention: Corporate Bond Redemption Department; if to the
Remarketing Agent, to Kidder Peabody & Co. Incorporated, 10 Hanover
Square, New York, N. Y.10006, Attention: Public Finance, Corporate
Services Group. A duplicate copy of each notice, certificate or other
communication given hereunder by either the Issuer or the Company to
the other shall also be given to the Trustee. The Issuer, the Company,
the Trustee, the Tender Agent and the Remarketing Agent may, by notice
given hereunder, designate any further or different addresses to which
subsequent notices, certificates or other communications shall be
sent.
SECTION 11.2 Binding Effect. This Contract shall inure to the benefit
of and shall be binding upon the Issuer, the Company and their
respective successors and assigns, subject, however, to the
limitations contained in this Contract and particularly in Sections
7.3, 8.1 and 8.2 hereof.
SECTION 11.3. Severability and Effect of Invalidity. In the event any
provision of this Contract shall be held invalid or unenforceable by
any court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof. In the event any
covenant, stipulation, obligation or agreement contained in this
Contract shall for any reason be held to be in violation of law,then
such covenant stipulation, obligation or agreement of the Issuer or
the Company, as the case maybe, shall be enforced to the full extent
permitted by law.
SECTION 11.4. Termination. This Contract shall remain in full force
and effect from the date hereof until all of the Bonds shall have been
paid or be deemed to have been paid in accordance with Article XIII of
the Indenture and the fees, charges, expenses and costs of the
Trustee, any paying agent, the Tender Agent, Indexing Agent and
Remarketing Agent and the Issuer and all other amounts payable by the
Company under the Indenture and this Contract shall have been paid.
After such payment or provision for payment has been made, any amounts
remaining in the Bond Fund and the Construction Fund shall belong to
and be paid to the Company, as provided in Article XIII of the
Indenture.
SECTION 11.5. If Payment or Performance Date a Legal Holiday. If the
date for making any payment, or the last date for performance of any
<PAGE>
act or the exercising of any right, as provided in this Contract,
shall be a legal holiday or a day on which banking institutions in the
City of Tampa, Florida or New York, New York are authorized by law to
remain closed, such payment may be made or act performed or right
exercised on the next succeeding day not a legal holiday or not a day
on which such banking institutions are authorized by law to remain
closed, with the same force and effect as if done on the nominal date
provided in this Contract, and no interest shall accrue for the period
after such nominal date.
SECTION 11.6. Appointments of Successor Remarketing Agent, Successor
Indexing Agent and Successor Tender Agent. (a) In the event of the
resignation or the removal by the Company of the Remarketing Agent,
the Company shall appoint another investment banking firm or firms to
serve as Remarketing Agent and shall deliver to the Trustee and the
Tender Agent a certificate setting forth the name and address of such
successor Remarketing Agent.
(b) In the event the position of the Indexing Agent becomes vacant for
any reason and the Issuer fails to appoint a successor Indexing Agent
within 60 days, the Company shall appoint another nationally
recognized, municipal bond securities evaluation service satisfactory
to the Remarketing Agent and shall deliver to the Trustee and the
Tender Agent a certificate setting forth the name and address of such
successor Indexing Agent.
(c) In the event the position of Tender Agent becomes vacant for any
reason and the Issuer fails to appoint a successor Tender Agent within
60 days, the Company shall appoint another bank or trust company
satisfactory to the Remarketing Agent and the Trustee and shall
deliver to the Remarketing Agent and the Trustee a certificate setting
forth the name and address of such successor Tender Agent.
SECTION 11.7. Company and Issuer May Rely on Authorized
Representatives. Whenever under the provisions of this Contract the
approval of the Company is required or the Issuer or the Trustee is
required to take some action at the request of the Company, such
approval shall be given or such request shall be made by an Authorized
Company Representative unless otherwise specified in this Contract,
and the Issuer and the Trustee shall be authorized to act on any such
approval or request and the Company shall have no complaint or
recourse against the Issuer or the Trustee as a result of any such
action taken. Whenever under the provisions of this Contract the
approval of the Issuer is required or the Company or the Trustee is
required to take some action at the request of the Issuer, such
approval shall be given or such request shall be made by an Authorized
Issuer Representative unless otherwise specified in this Contract, and
the Company and the Trustee shall be authorized to act on any such
approval or request and the Issuer shall have no complaint or recourse
against the Company or the Trustee as a result of any such action
taken; provided, however, that this Section 11.7 shall not be
construed as requiring an Authorized Issuer Representative to give
such approval or make such request when, in the opinion of either
counsel for the Issuer or Bond Counsel, approval for such action of an
Authorized Issuer Representative is required by the Issuer.
SECTION 11.8. Amendment of Contract. This Contract may be modified,
supplemented and amended only as provided in the Indenture.
<PAGE>
SECTION 11.9. Other Instruments. (a) The Company covenants that it
will cause an opinion of counsel, who shall be acceptable to the
Trustee, to be filed with the Issuer and the Trustee not more than 120
days or less than 30 days before the fifth anniversary date of the
original issuance of Series 1984 Bonds, and during the same period in
each fifth year thereafter for so long as the Bonds shall be
outstanding, to the effect that all financing statements, continuation
statements, notices and other instruments required by applicable law
have been recorded or filed or re-recorded or refiled in such manner
and in such places required by law in order fully to preserve and
protect the rights of the holders of the Bonds and the Trustee in the
amounts payable to or for the account of the Issuer under this
Contract as against creditors of, or purchasers for value from, the
Issuer or the Company. The Company and the Issuer shall execute and
deliver all instruments and shall furnish all information and evidence
deemed necessary or advisable by such counsel in order to enable it to
render such opinion.
(b) The Company shall file and refile and record and re-record or
cause to be filed and refiled and recorded and re-recorded all
instruments and financing statements required to be filed and refiled
and recorded and rerecorded and shall continue or cause to be
continued the liens of such instruments for so long as the Bonds shall
be outstanding.
SECTION 11.10. Net Contract. This Contract shall be deemed and
construed to be a "net contract", and the Company shall pay absolutely
net the amounts required to be paid pursuant to Section 5.1 hereof and
all other payments required hereunder, free of any deductions, without
abatement, diminution or set-off other than as expressly provided.
SECTION 11.11. Execution of Counterparts. This Contract may be
simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same
instrument.
SECTION 11.12. Applicable Law. This Contract shall be governed by and
construed in accordance with the laws of the State of Florida.
<PAGE>
IN WITNESS WHEREOF the Issuer and the Company have caused this
Contract to be executed in their respective names by their duly
authorized officers and their respective seals to be hereunto affixed
and attested by their duly authorized officers for and on their
behalves, all as of the date first above written .
HILLSBOROUGH COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
OFFICIAL SEAL
By /s/ Samuel I. Latimer
Chairman of the Hillsborough County
Attest: Industrial Development Authority
/s/ Sylvia Corral Vega
Secretary
Approved by General Counsel to the
Hillsborough County Industrial
Development Authority as to Form and
Legal Sufficiency:
/s/ Thomas K. Morrison
Tampa Electric Company
By /s/ J. K. Taggart
Senior Vice President-Finance
CORPORATE SEAL
Attest:
/s/ J. E. Sproull
Secretary
<PAGE>
STATE OF FLORIDA }
COUNTY OF HILLSBOROUGH } ss.:
The foregoing instrument was acknowledged before me this 27th day
of January, 1984, by SAMUEL I. LATIMER, Chairman of the Hillsborough
County Industrial Development Authority.
/s/ SANDRA R. HAYDEN
Notary Public
My commission expires:
Notary Public, State of Florida at Large
My Commission Expires July 12, 1984
Bonded Thru Troy Fain Insurance, Inc.
[NOTARIAL SEAL]
STATE OF FLORIDA }
COUNTY OF HILLSBOROUGH } ss.:
The foregoing instrument was acknowledged before me this 27th day
of January, 1984, by SYLVIA C. VEGA, Secretary of the Hillsborough
County Industrial Development Authority.
/s/ SANDRA R. HAYDEN
Notary Public
My commission expires:
Notary Public, State of Florida at Large
My Commission Expires July 12, 1984
Bonded Thru Troy Fain Insurance, Inc.
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK }
COUNTY OF NEW YORK } ss.:
On the 31st day of January, 1984, before me personally came J.
K. TAGGART, to me known, who being by me duly sworn, did depose and
say that he resides at 4510 Bay to Bay Boulevard, Tampa, Florida; that
he is a Senior Vice President of Tampa Electric Company, the
corporation described in and which executed the above instrument; that
he knows the seal thereof; that the seal affixed to said instrument is
the corporate seal of said corporation; that it was so affixed by
authority of said corporation and that he signed his name thereto by
authority of said corporation.
/s/ CONNIE L. KLUEVER
Notary Public
My commission expires:
CONNIE L. KLUEVER
Notary Public, State of New York
No. 60-2151690
Qualified in Westchester County
Certificate filed in New York County
Commission Expires March 30, 1985
[NOTARIAL SEAL]
STATE OF NEW YORK }
COUNTY OF NEW YORK } ss.:
On the 31st day of January, 1984, before me personally came J.
E. SPROULL, to me known, who being by me duly sworn, did depose and
say that he resides at 2413 Bayshore Boulevard, Tampa, Florida; that
he is the Secretary of Tampa Electric Company, the corporation
described in and which executed the above instrument; that he knows
the seal thereof; that the seal affixed to said instrument is the
corporate seal of said corporation; that it was so affixed by
authority of said corporation and that he signed his name thereto by
authority of said corporation.
/s/ CONNIE L. KLUEVER
Notary Public
My commission expires:
CONNIE L. KLUEVER
Notary Public, State of New York
No. 60-2151690
Qualified in Westchester County
Certificate filed in New York County
Commission Expires March 30, 1985
[NOTARIAL SEAL]
<PAGE>
EXHIBIT A
DESCRIPTION OF THE PROJECT
The Project referred to in the Installment Purchase Contract to
which this Exhibit A is attached consists of certain pollution control
facilities to be acquired, constructed and installed at Unit No.4 of
the Big Bend Station of Tampa Electric Company in Hillsborough County,
Florida, more particularly described as follows:
A. Electrostatic Precipitator
Particulate control for Big Bend Unit No. 4 will be
accomplished by the use of a rigid frame electrostatic
precipitator. The precipitator is designed for a 99.7+%
particulate removal efficiency and includes the following
associated equipment: ductwork and breaching, structural
steel, foundations, pilings, hoppers/hopper heat tracing and
electrical power and control devices.
1. Precipitator Flyash Storage Silo
This silo is a cylindrical tank supported by structural
steel columns. The associated equipment includes bag
filter, vent controls, weigh scale, pumps, supporting
structural steel, foundations and piling.
2. Storage Ponds
Earthen storage ponds with dikes to a maximum elevation
of 35 feet will be provided for the storage of flyash
in the event flyash cannot be marketed. These ponds
will be lined to protect the ground water systems from
leachate.
3. Piping
This item consists of the necessary piping, pumps and
controls to convey the precipitator flyash from the
precipitator hoppers by way of a dry vacuum system to
the flyash silo. From dry flyash silo, flyash is
transported wet by way of piping to the above noted
flyash storage ponds.
B. Bottom Ash Removal
1. Hoppers
Steel hoppers collect ash which falls out the bottom of
the pulverized fuel furnace. Included with the bottom ash
hopper are the necessary structural steel supports,
foundations, pilings, and associated electrical controls.
<PAGE>
2. Ponds
Bottom ash storage ponds are provided for storage of
the collected bottom ash. The initial or primary settling
pond receives the water from the ash hoppers. This water is
then decanted and recycled to the plant for reuse. After
the primary ponds are filled, they will be hydraulically
dredged to a more permanent long term storage pond. The
primary decanting or settling receiving ponds will be lined;
the larger more permanent bottom ash storage pond will be
unlined.
3. Piping
This item includes the necessary piping to sluice the
bottom ash slurry from the hoppers to the bottom ash
receiving ponds. Also included are the piping and pumps
required to return the water to the plant for reuse in this
ash system.
D. Flue Gas Desulfurization System (FGD System)
1. Description of System
The type of FGD System selected for Big Bend Unit No.4
is a two stage forced oxidation limestone regenerable system
designed to have an efficiency between eighty-five to ninety
percent (85%-90%). The FGD System consists of three (3)
modules with one (1) spare. The modules will consist of
booster fans, quenchers, absorbers, absorber feed tank,
associated piping and pumps. Reheat fans and a reheater are
provided to reheat the exiting gas flow from the FGD System
to provide the necessary buoyancy and drying requirements
for the exiting stack gas.
2. Limestone Preparation
Included with the FGD System are the raw limestone
facilities required for receiving, unload, grinding,
preparation, and transfer of limestone to the FGD System
proper. The limestone unloading and handling system
includes all necessary controls, structural supports,
foundations and piling required.
3. FGD Waste Handling
Another major portion of the FGD System is the waste
handling facility. This system includes a building which
houses the necessary dewatering, separation, treatment
equipment and is for processing the gypsum waste from the
FGD System, plus transfer facilities for moving the gypsum
from the waste handling building to the on-site storage
area. This area includes a stacking system and the
necessary ponding and containment ditches for the gypsum
pile runoff.
<PAGE>
E. Liquid Waste Treatment
The waste treatment system for Big Bend Unit No. 4 will
be an extension of the existing waste treatment systems for
Big Bend Units No. 1, 2 and 3. The floor drains are
collected and transferred to a common reinforced concrete
transfer sump with all necessary pumping and piping and then
transported to an existing settling pond before return to
the plant for use as recycle water for equipment wash down.
F. Fine Mesh Screens
Fine mesh traveling water screens and associated
equipment will be installed in the circulating water system
to remove small marine organisms from the circulating water
system. The caught organisms will be collected with a low
pressure screenwash and returned via a flume to Tampa Bay.
G. Sanitary Waste Streams
Additional sanitary water treatment capacity will be
installed with Unit No. 4. The discharge from this system
will be piped to the waste water transfer sump described
above.
H. Coal Pile Runoff System Modifications
The existing coal pile runoff collection system will be
modified so as to collect the runoff from the extended and
modified coal handling and blending system. The collected
runoff water will be monitored prior to returning this water
to the bay.
I. Dust Suppression Equipment
Dust suppression equipment will be provided at all
major transfer points in the newly installed coal handling
and blending system. This suppression system will also be
included in the tripper room over the top of the blending
bins.
<PAGE>
EXHIBIT 12
TAMPA ELECTRIC COMPANY
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the company's ratio of
earnings to fixed charges for the periods indicated.
Year ended Dec. 31, 1993 1992 1991 1990 1989
3.98x(1) 4.16x 3.66x 3.64x 3.67x
For the purposes of calculating this ratio, earnings
consist of income before income taxes and fixed charges. Fixed
charges consist of interest on indebtedness, amortization of debt
premium, the interest component of rentals, deferred interest
costs and preferred stock dividend requirements.
__________________
(1)Includes the effect of the non-recurring $10 million pre-tax
charge associated with a coal pricing settlement as discussed in
Note A on page 26. The effect of this charge was to reduce the
ratio of earnings to fixed charges. Had this non-recurring
charge been excluded from the calculation, the ratio of earnings
to fixed charges would have been 4.17x for the period ended
Dec. 31, 1993.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of Tampa Electric Company on Form S-3
(File No. 33-61636) of our report dated as of Jan. 17, 1994 on
our audits of the financial statements and financial statement
schedules of Tampa Electric Company as of Dec. 31, 1993 and 1992
and for the years ended Dec. 31, 1993, 1992, and 1991, which
report is included in this Annual Report on Form 10-K.
COOPERS & LYBRAND
Certified Public Accountants
Tampa, Florida
March 28, 1994
<PAGE>
EXHIBIT 24.1
TAMPA ELECTRIC COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Tampa Electric Company, a
Florida corporation, at a meeting held on January 18, 1994, authorized
the officers and directors of the Company to execute an Annual Report
on Form 10-K and authorized the officers of the Company to file said
Annual Report with the Securities and Exchange Commission under the
Securities Act of 1934, as amended.
NOW, THEREFORE, each of the undersigned in his capacity as a
director or officer or both, as the case may be, of said Company, does
hereby appoint R. H. Kessel, L. L. Lefler and D. R. Pokross, Jr., and
each of them, severally, his true and lawful attorneys or attorney to
execute in his name, place and stead, in his capacity as director or
officer or both, as the case may be, of said Company, said Annual
Report and any and all amendments thereto and all instruments
necessary or incidental in connection therewith, and to file the same
with the Securities and Exchange Commission. Each of said attorneys
has the power to act hereunder with or without the other of said
attorneys and shall have full power of substitution and
resubstitution. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever requisite
or necessary to be done in the premises, as fully and to all intents
and purposes as each of the undersigned might or could do in person,
and each of the undersigned hereby ratifies and approves the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned have executed this
instrument on the dates set forth below.
/s/ T. L. Guzzle January 18, 1994
T. L. Guzzle, Chairman of the Board
(Principal Executive Officer) and Director
/s/ L. L. Lefler January 18, 1994
L. L. Lefler, Vice President-Controller
(Principal Accounting Officer)
/s/ C. D. Ausley January 18, 1994
C. D. Ausley, Director
/s/ S. L. Baldwin January 18, 1994
S. L. Baldwin, Director
/s/ H. L. Culbreath January 18, 1994
H. L. Culbreath, Director
<PAGE>
<PAGE>
/s/ J. L. Ferman, Jr. January 18, 1994
J. L. Ferman, Jr., Director
/s/ E. L. Flom January 18, 1994
E. L. Flom, Director
/s/ H. R. Guild, Jr. January 18, 1994
H. R. Guild, Jr., Director
/s/ C. H. Ross, Jr. January 18, 1994
C. H. Ross, Jr., Director
/s/ R. L. Ryan January 18, 1994
R. L. Ryan, Director
/s/ J. T. Touchton January 18, 1994
J. T. Touchton, Director
/s/ J. A. Urquhart January 18, 1994
J. A. Urquhart, Director
/s/ J. O. Welch, Jr. January 18, 1994
J. O. Welch, Jr., Director
<PAGE>
EXHIBIT 24.2
TAMPA ELECTRIC COMPANY
Transcript from Records of Board of Directors
January 18, 1994
*****************************************************************
RESOLVED, that the preparation and filing with the
Securities and Exchange Commission of an Annual Report
on Form 10-K pursuant to the Securities Exchange Act of
1934, as amended, including any required exhibits
thereto and containing the information required by such
form and any additional information as the officers of
the Company, with the advice of counsel, deem
necessary, advisable or appropriate are hereby
authorized and approved; that the Chairman of the
Board, President, any Vice President and the Treasurer
of the Company be, and each of them acting singly
hereby is, authorized in the name and on behalf of the
Company to execute said Annual Report and cause it to
be filed with the Securities and Exchange Commission;
and that the execution thereof by the directors and
certain officers of the Company as required by the
Securities Exchange Act of 1934, as amended, be and is
hereby authorized; provided, however, that the officers
referred to above and the directors of the Company be,
and each of them hereby is, authorized to execute said
Annual Report through or by L. L. Lefler, D. R.
Pokross, Jr. or R. H. Kessel, or any of them, as duly
authorized attorneys pursuant to a Power of Attorney in
such form as shall be approved by the Company's general
counsel.
*****************************************************************
I, R. H. Kessel, hereby certify that I am Secretary of Tampa
Electric Company, a Florida corporation; and that the foregoing
is a true, correct and complete copy of a certain resolution,
duly adopted by the Board of Directors of said Company at a
Regular Meeting of said Board held on January 18, 1994.
I further certify that said resolution has not been altered,
amended or rescinded and that the same is now in full force and
effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have
affixed the corporate seal of said Company this 2nd day of March,
1994.
/s/ R. H. Kessel
<PAGE>
Secretary
TAMPA ELECTRIC COMPANY
(CORPORATE SEAL)
<PAGE>
