SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
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 (IRS Employer
incorporation or organization) Identification No.)
702 North Franklin Street, Tampa, Florida 33602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 228-4111
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
Number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date (July 31, 1997):
Common Stock, Without Par Value 10
The registrant meets the conditions set forth in General Instruction
(H)(1)(a) and (b) of Form 10-Q and is therefore filing this form with
the reduced disclosure format.<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
I n the opinion of management, the unaudited financial
statements include all adjustments necessary to present fairly
the results for the three- and six-month periods ended
June 30, 1997 and 1996. The current year financial statements
include the results of Peoples Gas System, Inc. and West
Florida Natural Gas Company, both of which were merged with
and into Tampa Electric Company in June 1997. Both mergers
were accounted for as pooling of interests. Prior year
financial statements have been restated to reflect the results
of Peoples Gas System. Reference should be made to the
explanatory notes affecting the income and balance sheet
accounts contained in Tampa Electric Company's Annual Report
on Form 10-K for the year ended Dec. 31, 1996 and to the notes
on pages 7 through 9 of this report.
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FORM 10-Q
BALANCE SHEETS
(in millions)
June 30, Dec. 31,
1997 1996
Assets
Property, plant and equipment,
at original cost
Utility plant in service
Electric $3,580.1 $3,536.6
Gas 456.1 410.4
Construction work in progress 39.8 40.2
4,076.0 3,987.2
Accumulated depreciation (1,533.8) (1,456.7)
2,542.2 2,530.5
Other property 6.1 6.0
2,548.3 2,536.5
Current assets
Cash and cash equivalents 24.8 3.5
Receivables, less allowance
for uncollectibles 180.4 162.0
Inventories, at average cost
Fuel 66.5 57.0
Materials and supplies 44.5 42.9
Prepayments 5.9 4.9
322.1 270.3
Deferred debits
Unamortized debt expense 16.7 18.3
Deferred income taxes 104.5 102.9
Regulatory asset - tax related 43.4 44.8
Other 73.1 53.1
237.7 219.1
$3,108.1 $3,025.9
Liabilities and Capital Capital
Common stock $ 972.0 $ 961.7
Retained earnings 298.5 285.7
1,270.5 1,247.4
Preferred stock, redemption not required 20.0 20.0
Long-term debt, less amount due
within one year 730.0 740.2
2,020.5 2,007.6
Current liabilities
Long-term debt due within one year 3.8 3.7
Notes payable 163.0 98.6
Accounts payable 140.6 153.7
Customer deposits 76.8 77.1
Interest accrued 19.5 15.9
Taxes accrued 40.0 11.9
443.7 360.9
Deferred credits
Deferred income taxes 385.7 382.4
Investment tax credits 52.0 53.8
Regulatory liability - tax related 79.0 80.6
Other 127.2 140.6
643.9 657.4
$3,108.1 $3,025.9
The accompanying notes are an integral part of the financial statements.
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FORM 10-Q
STATEMENTS OF INCOME
(in millions)
For the three months ended June 30, 1997 1996
Operating revenues
Electric $300.0 $272.4
Gas 57.1 63.0
357.1 335.4
Operating expenses
Operation
Fuel - electric generation 90.7 90.8
Purchased power 15.7 12.6
Natural gas sold 27.0 32.3
Other 54.4 55.4
Maintenance 21.9 18.3
Depreciation 40.2 33.4
Taxes, federal and state income 22.6 18.7
Taxes, other than income 28.3 27.3
300.8 288.8
Operating income 56.3 46.6
Other income
Allowance for other funds used
during construction .1 5.4
Other income (expense), net (1.0) .1
(.9) 5.5
Income before interest charges 55.4 52.1
Interest charges
Interest on long-term debt 12.9 11.6
Other interest 3.8 4.5
Allowance for borrowed funds
used during construction -- (2.2)
16.7 13.9
Net income 38.7 38.2
Preferred dividend requirements .2 .4
Balance applicable to common stock $ 38.5 $ 37.8
The accompanying notes are an integral part of the financial statements.
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FORM 10-Q
STATEMENTS OF INCOME
(in millions)
For the six months ended June 30, 1997 1996
Operating revenues
Electric $572.8 $527.2
Gas 133.9 148.7
706.7 675.9
Operating expenses
Operation
Fuel - electric generation 179.4 187.1
Purchased power 26.5 22.1
Natural gas sold 65.0 77.1
Other 106.5 108.9
Maintenance 40.0 34.0
Depreciation 80.0 66.5
Taxes, federal and state income 43.1 34.6
Taxes, other than income 57.9 56.7
598.4 587.0
Operating income 108.3 88.9
Other income
Allowance for other funds used
during construction .1 10.5
Other income (expense), net (1.3) --
(1.2) 10.5
Income before interest charges 107.1 99.4
Interest charges
Interest on long-term debt 25.7 23.3
Other interest 7.7 8.8
Allowance for borrowed funds
used during construction -- (4.3)
33.4 27.8
Net income 73.7 71.6
Preferred dividend requirements .4 1.3
Balance applicable to common stock $ 73.3 $ 70.3
The accompanying notes are an integral part of the financial statements.
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FORM 10-Q
STATEMENTS OF CASH FLOWS
(in millions)
For the six months ended June 30, 1997 1996
Cash flows from operating activities
Net income $ 73.7 $ 71.6
Adjustments to reconcile net income
to net cash:
Depreciation 80.0 66.5
Deferred income taxes (.6) (8.4)
Investment tax credits, net (2.3) (2.3)
Allowance for funds used
during construction (.1) (14.7)
Deferred recovery clause 1.2 6.4
Deferred revenues (17.1) 29.9
Refund to customers (12.1) --
Amortization of coal contract buyout 1.4 1.4
Receivables, less allowance
for uncollectibles (16.4) 7.3
Fuel inventories (11.2) 14.7
Taxes accrued 28.1 8.3
Accounts payable (3.1) (26.7)
Other (14.0) 8.6
107.5 162.6
Cash flows from investing activities
Capital expenditures (66.8) (128.3)
Allowance for funds used
during construction .1 14.7
(66.7) (113.6)
Cash flows from financing activities
Proceeds from contributed capital
from parent 5.0 53.0
Proceeds from long-term debt -- 3.1
Repayment of long-term debt (14.0) (25.3)
Net payments under credit lines (10.0) --
Net increase in short-term debt 62.9 23.5
Dividends (63.4) (70.3)
Redemption of preferred stock,
including premium -- (35.5)
(19.5) (51.5)
Net increase (decrease) in cash
and cash equivalents 21.3 (2.5)
Cash and cash equivalents
at beginning of period 3.5 7.4
Cash and cash equivalents at end of period $ 24.8 $ 4.9
The accompanying notes are an integral part of the financial statements.
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FORM 10-Q
NOTES TO FINANCIAL STATEMENTS
A. Tampa Electric Company is a wholly owned subsidiary of
TECO Energy, Inc.
B. On June 16, 1997, TECO Energy, Inc. completed its merger with
Lykes Energy. Concurrent with this merger, Lykes Energy s
regulated gas distribution utility, Peoples Gas System, Inc., was
merged with and into Tampa Electric Company and now operates as its
Peoples Gas division.
On June 30, 1997, TECO Energy completed its merger of West
Florida Gas Inc. (West Florida) in a tax-free, stock-for-stock
transaction. Concurrent with this merger, West Florida s regulated
gas distribution utility, West Florida Natural Gas Company, was
merged with and into Tampa Electric Company and now operates as
part of the Peoples Gas division.
These mergers were accounted for as pooling of interests and,
accordingly, Tampa Electric s Balance Sheet as of June 30, 1997 and
its Statements of Income and Cash Flows for the period ended June
30, 1997 include the results of Peoples Gas System and West Florida
Natural Gas.
The Balance Sheet as of Dec. 31, 1996 and the Statements of
Income and Cash Flows for the periods ended June 30, 1996 have been
restated to include the results of Peoples Gas System. The 1996
statements have not been restated to reflect the operations and
financial position of West Florida Natural Gas due to its size.
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FORM 10-Q
The company's combined restated revenues and net income for
the three- and six-month periods ended June 30, 1997 and 1996 were
as follows:
Combining Results (unaudited)
(millions)
Three Months Ended June 30,
1997 1996
Net Net
Revenues Income Revenues Income
Tampa Electric(1) $300.0 $36.2 $272.4 $36.2
Peoples Gas 54.3 2.8 63.0 2.0
West Florida Gas 2.8 (.1) -- --
$357.1 $38.9 $335.4 38.2
Merger related(2) -- (.2) -- --
Combined $357.1 $38.7 $335.4 $38.2
Six Months Ended June 30,
1997 1996
Net Net
Revenues Income Revenues Income
Tampa Electric(1) $572.8 $64.2 $527.2 $62.1
Peoples Gas 124.0 9.1 148.7 9.5
West Florida Gas 9.9 .6 -- --
$706.7 $73.9 $675.9 $71.6
Merger related(2 -- (.2) -- --
Combined $706.7 $73.7 $675.9 $71.6
(1)
The 1996 amounts are as previously reported on Form 10-Q for
the quarter ended June 30, 1996. (2)
Reflects net after-tax one-time charge for all merger-related
transactions.
C. The company has made certain commitments in connection with
its continuing construction program. Total construction
expenditures for 1997 are estimated to be $117 million for the
electric division and $27 million for the Peoples Gas division.
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FORM 10-Q
D. During the first six months of 1997, the electric division
recognized $17 million of revenues that had been deferred in 1995
and 1996 pursuant to regulatory agreements approved by the Florida
Public Service Commission. The electric division deferred
$30 million of revenues during the first six months of last year.
In addition, it refunded $12 million of previously deferred
revenues to customers during the first six months of this year in
accordance with the agreements.
As of June 30, 1997, $44 million of deferred revenues was
included in other deferred credits. An additional $7 million was
classified as accounts payable to reflect the remaining amount to
be refunded to customers through September 1997.
E. On July 16, 1997, the company retired all of its outstanding
shares of cumulative preferred stock at the applicable per share
redemption prices of $103.75 for Series A, $102.875 for Series B
and $101.00 for Series D.
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FORM 10-Q
Item 2. Management's Narrative Analysis of Results of Operations
Three months ended June 30, 1997:
Net income of $39 million in the second quarter was 1 percent
higher than in 1996's second quarter as increased operating income
more than offset the decline in capitalized financing costs
(AFUDC).
Contributions by operating division
Operating income
(millions) 1997 1996
Electric division $51.4 $42.3
Peoples Gas division 4.9 4.3
$56.3 $46.6
Operating income of $56 million for the second quarter was
higher than in 1996 primarily because of the completion of the Polk
Unit One electric generating plant and its inclusion in rate base
for earnings purposes. The Peoples Gas division contributed to the
increase over 1996 as a result of lower non-fuel operating
expenses.
The electric division s revenues increased 10 percent in this
year s second quarter because $10 million of previously deferred
revenues were recognized under the company s regulatory agreements,
while $9 million of revenues were deferred during the second
quarter of last year under these agreements.
Excluding the effects of deferred revenues, revenues at the
electric division for the quarter increased 3 percent from last
year primarily due to higher retail energy sales. Retail sales
increased 3 percent due to 2.5-percent customer growth and almost 4
percent higher commercial and industrial sales, the result of a
strong local economy.
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FORM 10-Q
Operating expenses for the electric division in the second
quarter were 7 percent higher than in 1996 primarily as a result of
the operation of Polk Unit One.
Total revenues at the Peoples Gas division decreased 9 percent
while non-fuel revenues declined by only 2 percent as commercial
and industrial customers moved from firm gas purchases to
transportation only services. Milder weather in 1997 also
contributed to lower retail gas sales.
The effective income tax rate for the second quarter was
37 percent compared to 33 percent for the same period last year.
The decrease was primarily due to lower AFUDC-other in 1997.
Total AFUDC decreased in 1997 because the electric division s
Polk Unit One began commercial service at the end of 1996's third
quarter.
Interest expense before AFUDC - borrowed funds was 4 percent
higher in the current quarter primarily due to increased levels of
long-term debt.
Description of the Peoples Gas division s business
The Peoples Gas division of Tampa Electric is engaged in the
purchase, distribution and marketing of natural gas for
residential, commercial, industrial and electric power generation
customers wholly in the State of Florida. With more than 230,000
customers, the division has operations in all of Florida s major
metropolitan areas. Its business is generally affected by a number
of market factors, including competition and seasonality.
Gas is purchased for resale to customers under a supply
portfolio which consists mostly of short-term contracts of one year
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FORM 10-Q
or less. The cost of gas purchased and the related interstate
transportation costs are recovered from customers through a
purchased gas adjustment clause, approved by the Florida Public
Service Commission, which provides for full recovery of all
prudently incurred costs.
In some cases, customers elect to purchase natural gas
directly from marketers or producers. In these instances, gas is
delivered to customers for a transportation charge on the
deliveries. The transportation rate charged to customers is
currently the same whether the customer purchases gas from Peoples
Gas division or directly from a marketer or producer.
The Peoples Gas division is not in direct competition with any
other regulated distributors of natural gas for customers within
its service areas. At the present time, the principal form of
competition for residential and small commercial customers is from
companies providing other sources of energy and energy services.
Competition is most prevalent in the large commercial and
industrial markets. In recent years, these classes of customers
have been targeted by companies seeking to sell gas directly either
using Peoples Gas division facilities or transporting gas through
other facilities, thereby bypassing Peoples Gas division
facilities. In response to this competition, various programs have
been developed including the provision of transportation services
at discounted rates.
In general, Peoples Gas division faces competition from other
energy source suppliers offering fuel oil, electricity and in some
cases liquid petroleum gas. Peoples Gas division has taken actions
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FORM 10-Q
to retain and expand its commodity and transportation business,
including managing costs and providing high quality services to
customers.
Peoples Gas division s business is affected by seasonality
because one of the significant markets for natural gas is space
heating. Prices for natural gas also have shown seasonal
fluctuation, with prices lower in the summer than in the winter.
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FORM 10-Q
Six months ended June 30, 1997:
Net income of $74 million in the first half was 3 percent
higher than in 1996's first half as increased operating income more
than offset the decline in AFUDC.
Contributions by operating division
Operating income
(millions) 1997 1996
Electric division $ 93.3 $74.6
Peoples Gas division 15.0 14.4
$108.3 $88.9
Operating income of $108 million was higher than in 1996
primarily because of the completion of the Polk Unit One electric
generating plant and its inclusion in rate base for earnings
purposes. The Peoples Gas division contributed to the increase
over 1996 as a result of lower non-fuel operating expenses and the
addition of the West Florida Natural Gas operations.
The electric division s revenues increased 9 percent in this
year s first half as $17 million of previously deferred revenues
were recognized under the company s regulatory agreements, while
$30 million of revenues were deferred in the same period last year
under these agreements.
Excluding the effects of deferred revenues, first half
revenues at the electric division were essentially unchanged from
last year as retail electric sales were only slightly lower than in
1996. Customer growth of 2.4 percent and 4 percent higher
commercial and industrial sales offset the effects of milder winter
weather on residential sales.
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FORM 10-Q
Operating expenses in the first half for the electric division
were 2 percent higher than in 1996, primarily as a result of the
operation of Polk Unit One.
Total revenues at the Peoples Gas division decreased 10
percent while non-fuel revenues declined by only 4 percent as
commercial and industrial customers moved from firm gas purchases
to transportation only services. Milder winter weather in 1997
also contributed to lower retail gas sales.
The effective income tax rate for the first six months of 1997
was 37 percent compared to 33 percent for the same period last year
primarily due to lower AFUDC-other.
Total AFUDC decreased in 1997 because the Polk Unit One began
commercial service at the end of 1996's third quarter.
Interest expense before AFUDC - borrowed funds was up 4
percent due to higher levels of long-term debt and interest accrued
on the electric division s revenue deferrals.
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FORM 10-Q
Liquidity, Capital Resources and Changes in Financial Condition
Gas plant in service and notes payable increased from year-end
1996 as a result of the addition of West Florida Natural Gas
Company in 1997. Notes payable also increased due to the timing of
cash flows.
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FORM 10-Q
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3. Bylaws of Tampa Electric Company, as amended effective
April 16, 1997.
10. Form of Nonstatutory Stock Option under the TECO Energy, Inc.
1997 Director Equity Plan.
12. Ratio of earnings to fixed charges.
27. Financial data schedule. (EDGAR filing only)
Certain instruments defining the rights of holders of long-
term debt of Tampa Electric Company authorizing a total amount of
securities not exceeding 10 percent of total assets on a
consolidated basis are not filed herewith. Tampa Electric Company
will furnish copies of such instruments to the Securities and
Exchange Commission upon request.
(b) Reports on Form 8-K
The registrant filed a Current Report on Form 8-K dated
April 16, 1997 reporting under "Item 5. Other Events"
shareholder approval of TECO Energy s 1997 Director Equity
Plan as an amendment and restatement of TECO Energy s 1991
Director Stock Option Plan.
The registrant filed a Current Report on Form 8-K dated
June 16, 1997 reporting under "Item 5. Other Events" the
completion of the merger of Lykes Energy, Inc. with and into
TECO Energy and the contemporaneous merger of Peoples Gas
System, Inc. with and into the registrant.
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FORM 10-Q
SIGNATURES
Pursuant to the requirements 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.
TAMPA ELECTRIC COMPANY
(Registrant)
Dated: August 12, 1997 By: /s/ A. D. Oak
A. D. Oak
Vice President - Treasurer
and Chief Financial Officer
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FORM 10-Q
INDEX TO EXHIBITS
Exhibit No. Description of Exhibits Page No.
3. Bylaws of Tampa Electric Company, as amended
effective April 16, 1997. 20
10. Form of Nonstatutory Stock Option under the
TECO Energy, Inc. 1997 Director Equity Plan 30
12. Ratio of earnings to fixed charges 32
27. Financial data schedule (EDGAR filing only) --
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Exhibit 3
Adopted: January 15, 1976
As Amended: February 23, 1976
April 13, 1976
April 12, 1977
July 12, 1979
July 14, 1987
April 12, 1988
April 16, 1991
July 18, 1995
April 16, 1997
BYLAWS
OF
TAMPA ELECTRIC COMPANY
ARTICLE I April 16, 1991
Name and Principal Office
The name of the Company is Tampa Electric Company, and its principal
office is in Tampa, Florida.
ARTICLE II
Shareholders
SECTION 2.1. Shareholders' Meetings. All meetings of the
shareholders shall be held at the principal office of the Company in
Tampa, Florida, except in cases in which the notice thereof designates
some other place which may be either within or without the State of
Florida.
S E CTION 2.2. Annual Meetings. The annual meeting of the
shareholders of the Company shall be held on the second Tuesday in April
in each year if not a legal holiday, and if a legal holiday, then on the
next succeeding Tuesday not a legal holiday at such time as shall be
stated in the notice thereof for the purpose of electing Directors and
for the transaction of such other business as may come before the
meeting. In the event that such annual meeting should for any reason
not be held on the date herein provided therefor, a special meeting in
lieu of such annual meeting may be held in place thereof, and any busi-
ness transacted or elections held at such meeting shall be as valid as
if transacted or held at the annual meeting. Such special meeting shall
be called in the same manner as provided in Section 2.3 for special
meetings of the shareholders.
SECTION 2.3. Special Meetings. Special meetings of the shareholders
of the Company shall be held whenever called by the Chief Executive
Officer, the President, any Vice President, the Board of Directors, or
the holder or holders of not less than one-tenth of the capital stock
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Exhibit 3
issued and outstanding and entitled to vote thereat, or at the request
of such holder or holders by the Secretary or an Assistant Secretary.
SECTION 2.4. Notice of Meeting. Written notice of each meeting of
shareholders stating the date, time and place of the meeting and in the
case of a special meeting, the purpose or purposes for which the meeting
is called shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting either personally or by first
class mail by or at the direction of the President, the Secretary or the
officer or other persons calling the meeting to each shareholder of
record entitled to vote at such meeting; and the person giving such
notice shall make affidavit in relation thereto.
April 16, 1991
SECTION 2.5. Waivers of Notice. Whenever any notice is required to
be given to any shareholder of the Company under the provisions of these
Bylaws, the Certificate of Reincorporation or the Florida Business
Corporation Act, as the same may be from time to time in effect, a
waiver thereof in writing signed by the person or persons entitled to
such notice either before, at or after the meeting shall be deemed
equivalent to the giving of such notice.
A shareholder's attendance at a meeting: (a) waives objection to
lack of notice or defective notice of the meeting, unless the
shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting; or (b) waives objection
to the consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.
SECTION 2.6. Quorum. Except as otherwise provided in the
Certificate of Reincorporation at any meeting of the shareholders, a
majority of the outstanding shares of the stock of the Company issued
and outstanding and entitled to vote represented by shareholders of
record in person or by proxy shall constitute a quorum for the
transaction of business at any meeting of the shareholders, but in no
event shall a quorum consist of less than one-third of the shares
entitled to vote at the meeting. Except as otherwise provided by law or
in the Certificate of Reincorporation when a quorum is present at any
meeting, a majority of the stock represented thereat shall decide any
question properly brought before such meeting.
April 16, 1991
SECTION 2.7. Voting and Proxies. Each share of stock entitled to
voting privileges shall entitle the holder of record thereof to one vote
upon each proposal presented at any meeting of the shareholders except
as otherwise provided in the Certificate of Reincorporation.
Shareholders of record entitled to vote may vote at any meeting either
in person or by attorney-in-fact or by written proxy signed by the
shareholder or his duly authorized attorney-in-fact, which proxy shall
be filed with the Secretary of the meeting before being voted.
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Exhibit 3
SECTION 2.8. Fixing Record Date or Closing Transfer Books. For the
purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors may fix in
advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than sixty (60) days
and for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, not less than ten (10) days prior
to the date on which the particular action requiring such determination
of shareholders is to be taken. In lieu of fixing a record date, the
Board of Directors may provide that the stock transfer books shall be
closed for a stated period not to exceed sixty (60) days and for the
purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, not less than ten (10) days prior to the date
on which the particular action requiring such determination of
shareholders is to be taken.
If no record date is so fixed and the stock transfer books are not so
closed by the Board of Directors, the record date for the determination
of shareholders entitled to notice of or to vote at a meeting of
shareholders, or entitled to receive payment of a dividend, or for any
other purpose shall be the day on which the notice of such meeting is
mailed or on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be. A determination in
accordance with this Section 2.8 of shareholders entitled to vote at any
meeting of shareholders shall apply to any adjournment thereof unless
the Board of Directors fixes a new record date for the adjourned
meeting.
SECTION 2.9. Rights of Preferred Shareholders. The provisions of
these Bylaws shall at all times be subject to such voting and other
rights of the holders of the Preferred Stock of the Company as may be
provided by the Certificate of Reincorporation and the laws of Florida.
ARTICLE III
Board of Directors
SECTION 3.1. General Powers. All business of the Company shall be
managed by its Board of Directors who shall have full control of the
affairs of the Company and may exercise all its powers except as
otherwise provided by law and in the Certificate of Reincorporation.
The Board of Directors shall have the authority to fix the compensation
of the Directors unless otherwise provided in the Certificate of
Reincorporation.
February 23, 1976
April 13, 1976
SECTION 3.2. Number, Qualifications and Tenure. The number of
Directors of the Company, which number shall be not less than three nor
more than fifteen, shall be fixed from time to time by resolution of the
Board of Directors. The Directors of the Company shall be chosen at the
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Exhibit 3
annual meeting of the shareholders (or at any meeting held in place
thereof as hereinbefore provided). Each Director shall serve until the
next succeeding annual meeting of shareholders and until his successor
shall have been duly elected and qualified or until his earlier
resignation, removal from office or death. All Directors shall be of
full age. Directors need not be shareholders of the Company nor
residents of the State of Florida.
SECTION 3.3. Chairman. The Board of Directors in its discretion may
elect a Chairman of the Board of Directors who when present shall
preside at all meetings of the Board and who shall have such other
powers as may at any time be prescribed by these Bylaws and by the Board
of Directors.
July 18, 1995
SECTION 3.4. Meetings. Regular meetings of the Board of Directors
shall be held in such places and at such times either within or without
the State of Florida as the Board may by vote from time to time
determine; and if so determined, no notice thereof need be given.
Special meetings of the Board of Directors may be held at any time or
place either within or without the State of Florida whenever called by
the Chief Executive Officer, the President, a Vice President or two or
more Directors. Notice of a special meeting stating the date, time and
place of the meeting shall be given by the Secretary or an Assistant
Secretary or officer calling the meeting to each Director either by mail
not less than 48 hours before the time of the meeting or by telephone or
facsimile or other form of electronic communication on 24 hours' notice
or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances. Notwithstanding
the foregoing, special meetings may be held without notice to any
Director provided such Director is present at such meeting (except when
such Director states, at the beginning of the meeting or promptly upon
arrival at the meeting, any objection to the transaction of business
because the meeting is not lawfully called or convened) or waives notice
thereof in writing either before or after the meeting.
SECTION 3.5. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, but a lesser number
may fill vacancies on the Board of Directors as provided in Section 3.6
of these Bylaws; and a majority of Directors present though less than a
quorum may adjourn any meeting of the Board of Directors from time to
time to another time and place; and the meeting may be held as adjourned
without further notice. Except as otherwise provided by the Certificate
of Reincorporation (in particular Article NINTH (5) thereof), when a
quorum is present at any meeting, a majority of the members in
attendance thereat may decide any question brought before such meeting.
SECTION 3.6. Vacancies. Except as otherwise provided by the
Certificate of Reincorporation (in particular Article THIRD (3),
Paragraph 3.05 thereof), if the office of any Director becomes vacant by
reason of death, resignation, removal, disqualification, increase in the
number of Directors or otherwise, a majority of the remaining Directors,
- 23 -<PAGE>
Exhibit 3
although less than a quorum, may elect a successor or successors who
shall hold office until the next election of Directors by the
shareholders.
SECTION 3.7. Executive and Other Committees. The Board of Directors
may by resolution adopted by a majority of the full Board of Directors
designate from their number an Executive Committee and one or more other
committees, each of which to the extent provided by such resolution or
these Bylaws and permitted by the laws of Florida shall have and may
exercise the powers of the Board of Directors when the Board is not in
session in the management of the business of the Company. All such
committees shall report to the Board at or prior to each meeting of the
Board all action taken by said committees since the preceding meeting of
the Board. Each such committee may make rules for the holding and
conduct of its meetings and the keeping of the records thereof.
The Board of Directors may by resolution adopted by a majority of the
full Board of Directors designate one or more Directors as alternate
members of any such committee who may act in the place and stead of any
member absent or disqualified from voting at any meeting of such
committee.
April 16, 1991
SECTION 3.8. Consent in Lieu of Meeting. Any action of the Board of
Directors or of any committee thereof which is required or permitted to
be taken at a meeting may be taken without a meeting if written consent
setting forth the action so to be taken is signed by all of the members
of the Board or the committee, as the case may be.
ARTICLE IV
Officers
July 14, 1987
April 16, 1991
April 16, 1997
SECTION 4.1. Election. (Appointment). The officers of the Company
shall be a President, a Treasurer, a Secretary, such other officers as
the Board of Directors may in its discretion elect or appoint including,
but not limited to, a Chairman of the Board, Vice Presidents, and
assistant officers, and such assistant officers as the President may in
his discretion appoint. The officers elected or appointed by the Board
of Directors shall be elected or appointed by the Board of Directors
from time-to-time, and a regular meeting of the Board of Directors may
be held without notice for this purpose immediately after the annual
meeting of the shareholders and at the same place. Assistant officers
may be appointed by the President from time-to-time. All officers shall
hold office until their successors shall be elected or appointed and
shall qualify or until their earlier resignation, removal from office or
death. Any vacancy however occurring in the offices of President,
Treasurer or Secretary shall be, and any vacancy however occurring in
any other office may be, filled by the Board of Directors. Any vacancy
- 24 -<PAGE>
Exhibit 3
however occurring in the offices of assistant officers may also be
filled by the President.
The Board of Directors or the President may in their discretion from
time-to-time also appoint divisional officers.
SECTION 4.2. Eligibility. Officers of the Company may be, but need
not be, Directors of the Company. Any person may hold two or more
offices.
SECTION 4.3. President and Vice Presidents. The President shall be
the chief operating officer of the Company and subject to the direction
of the Board of Directors shall supervise the administration of the
business and affairs of the Company. The President shall have the power
to sign certificates of stock, bonds, deeds and contracts for the
Company and such other powers and duties as may at any time be
prescribed by these Bylaws and by the Board of Directors.
Except as expressly limited by vote of the Board of Directors, any
Vice President shall perform the duties and have the powers of the
President during the absence or disability of the President, shall have
the power to sign certificates of stock, bonds, deeds and contracts of
the Company, and shall perform such other duties and have such other
powers as the Board of Directors shall from time to time designate.
SECTION 4.4. Secretary. The Secretary of the Company shall be
present at all meetings of the shareholders, the Board of Directors and
the Executive Committee, respectively, shall keep an accurate record of
the proceedings at such meetings in books provided for that purpose,
which books shall be opened at all times during business hours for such
inspection as is required by law, shall with the President or a Vice
President sign certificates of stock, shall perform all the duties
commonly incident to his office and shall perform such other duties and
have such other powers as the Board of Directors shall from time to time
designate. An Assistant Secretary or a Secretary pro tempore may
perform any of the Secretary's duties.
SECTION 4.5. Treasurer. The Treasurer shall have the care and
custody of the funds of the Company and shall have and exercise under
the supervision of the Board of Directors all the powers and duties
commonly incident to his office and shall give bond in such sum and with
such sureties as may be required by the Board of Directors. He shall
have the custody of all the money, funds and valuable papers and
documents of the Company except his own bond, if any, which shall be in
the custody of the Chief Executive Officer. He shall deposit all the
funds of the Company in such bank or banks, trust company or trust
companies or with such firm or firms doing a banking business as the
Directors shall designate. He may endorse for deposit or collection all
notes, checks, drafts and other obligations payable to the Company or
its order. He may issue notes and accept drafts on behalf of the
Company, and he shall keep accurate books of account of the Company's
transactions which shall be the property of the Company and together
- 25 -<PAGE>
Exhibit 3
with all its property in his possession shall be subject at all times to
the inspection and control of the Directors.
ARTICLE V April 12, 1977
Indemnification April 12, 1988
April 16, 1991
April 16, 1997
Any person who is or was an officer, director or employee of the
Company and who is or was a party to any threatened, pending or
completed proceeding, by reason of the fact that he is or was a direc-
tor, officer or employee of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enter-
prise, shall be indemnified by the Company to the full extent permitted
by law against all expenses and liabilities incurred in connection with
such proceeding, including any appeal thereof. Such persons shall also
be entitled to advancement of expenses incurred in defending a proceed-
ing in advance of its final disposition to the full extent permitted by
law, subject to the conditions imposed by law.
Any indemnification or advance of expenses under this article shall
be paid promptly, and in any event within 30 days, after the receipt by
the Company of a written request therefor from the person to be indemni-
fied, unless with respect to a claim for indemnification the person is
not entitled to indemnification under this article. Unless otherwise
provided by law, the burden of proving that the person is not entitled
to indemnification shall be on the Company.
The right of indemnification under this article shall be a contract
right inuring to the benefit of the persons entitled to be indemnified
hereunder and no amendment or repeal of this article shall adversely
affect any right of such persons existing at the time of such amendment
or repeal.
The indemnification provided hereunder shall inure to the benefit of
the heirs, executors and administrators of a person entitled to
indemnification hereunder.
As used in this article, the terms "Company", "other enterprises",
"expenses", "liability", "proceeding", "agent" and "serving at the
request of the Company" shall have the meanings ascribed to them in
Section 607.0850 of the Florida Business Corporation Act or any succes-
sor statute.
The right of indemnification under this article shall be in addition
to and not exclusive of all other rights to which persons entitled to
indemnification hereunder may be entitled. Nothing contained in this
article shall affect any rights to indemnification to which persons
entitled to indemnification hereunder may be entitled by contract or
otherwise under law.
ARTICLE VI
- 26 -<PAGE>
Exhibit 3
Resignations and Removals
SECTION 6.1. Resignations. Any Director, officer or agent of the
Company may resign at any time by giving written notice to the Board of
Directors or to the Chairman of the Board or to the President or to the
Secretary of the Company, and any member of any committee may resign by
giving written notice either as aforesaid or to the committee of which
he is a member or the chairman thereof. Any such resignation shall take
effect at the time specified therein or if the time be not specified,
upon receipt thereof; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
April 16, 1991
SECTION 6.2. Removals. Except as otherwise provided by the
Certificate of Reincorporation (in particular Article THIRD (3),
Paragraph 3.06 thereof), the shareholders at any meeting called for the
purpose by vote of a majority of the shares of capital stock issued and
outstanding and entitled to vote at an election of Directors may, with
or without cause, remove from office any Director. The Board of
Directors by vote of not less than a majority of the entire Board may
remove from office any officer, assistant officer, agent or member of
any committee whether elected or appointed by it or the President at any
time with or without cause, and any assistant officer appointed by the
President may likewise be removed by the President. Any such removal
from office shall not affect the contract rights, if any, of the person
so removed.
ARTICLE VII
Capital Stock and Transfer of Stock
April 16, 1997
SECTION 7.1. Stock Certificates. Every shareholder shall be
entitled to have a certificate or certificates representing all shares
of the capital stock of the Company to which such shareholder is
entitled and, subject to applicable statutory requirements, in form
prescribed by the Board of Directors, duly numbered and sealed with the
corporate seal of the Company or bearing a facsimile thereof, engraved,
lithographed or printed, and setting forth the number and kind of shares
represented thereby. Such certificates shall be signed by the President
or a Vice President and by the Secretary or an Assistant Secretary of
the Company. If certificates of capital stock of the Company are
manually signed on behalf of a Transfer Agent, the signatures of the
officers of the Company may be facsimiles, engraved, lithographed or
printed.
If any officer who shall have signed or whose facsimile signature
shall have been placed on a stock certificate shall have ceased to be
such officer for any reason before such certificate shall have been
issued, such certificate shall nevertheless be valid.
- 27 -<PAGE>
Exhibit 3
SECTION 7.2. Transfer Agent and Registrar. The Board of Directors
may appoint one or more Transfer Agents and/or Registrars for its stock
of any class or classes and may require stock certificates to be
countersigned and/or registered by one or more of such Transfer Agents
and/or Registrars.
SECTION 7.3. Transfer of Stock. No transfer of the capital stock of
the Company shall be valid against the Company, its shareholders (other
than the transferor) and its creditors for any purposes (except to
render the transferee liable for debts of the Company to the extent
provided by law) until the transfer of such stock shall have been
registered upon the Company's stock transfer books.
Shares of capital stock shall be transferable on the books of the
Company by assignment in writing signed by the holder of record thereof,
his attorney legally constituted or his legal representatives upon
surrender of the certificate or certificates therefor and subject to any
valid restriction on the transfer thereof pursuant to the Certificate of
Reincorporation, these Bylaws or any agreement to which the Company is a
party. Except as otherwise required by law, neither the Company nor any
transfer or other agent of the Company shall be bound to take notice of
or recognize any trust, express, implied or constructive, or any charge
or equity affecting any of the shares of the capital stock, or to
ascertain or inquire whether any sale or transfer of any such share by
any holder of record thereof, his attorney legally constituted, or his
legal representative, is authorized by such trust, charge or equity or
to recognize any person as having any interest therein except the holder
of record thereof at the time of any such determination.
SECTION 7.4 Loss of Certificates. In case of the loss, mutilation
or destruction of a certificate of stock, a duplicate certificate may be
issued upon such terms as the Board of Directors shall prescribe.
ARTICLE VIII
Bonds and Debentures
Every bond or debenture issued by the Company shall be signed by the
President or a Vice President and by the Treasurer or an Assistant
Treasurer or by the Secretary or an Assistant Secretary, and sealed with
the seal of the Company. The seal may be facsimile, engraved or
printed. Where such bond or debenture is authenticated with the manual
signature of an authorized officer of the corporate or other trustee
designated by the indenture of trust or other agreement under which said
security is issued, the signature of any of the Company's officers named
herein may be facsimile. In case any officer who signed or whose
facsimile signature has been used on any such bond or debenture shall
cease to be an officer of the Company for any reason before the same has
been delivered by the Company, such bond or debenture may be issued and
delivered as though the person who signed it or whose facsimile
signature has been used thereon had not ceased to be such officer.
- 28 -<PAGE>
Exhibit 3
ARTICLE IX July 12, 1979
Checks, Drafts and Certain Other
Obligations for the Payment of Money
All notes and other evidences of indebtedness of the Company other
than debentures or bonds shall be signed by such officers, agents or
other persons as the Board of Directors shall by vote or resolution
direct. All checks, drafts or other orders for the payment of money
shall be signed by such officers, agents or other persons as the
President or Treasurer may designate. The signature of any such
officer, agent or other person so designated to sign checks, drafts or
other orders for the payment of money may be facsimile if authorized by
the President or the Treasurer.
ARTICLE X
Seal
The seal of the Company shall consist of a flat-faced circular die
with the words and figures "Tampa Electric Company Incorporated 1899
Reincorporated 1949 Florida" cut or engraved thereon.
- 29 -<PAGE>
Exhibit 10
TECO ENERGY, INC.
1997 DIRECTOR EQUITY PLAN
Director Stock Option
TECO Energy, Inc. (the "Company") grants to ______________________
(the "Optionee") a nonstatutory stock option (the "Option") dated
April 16, 1997 under the Company's 1997 Director Equity Plan (the
"Plan"). Capitalized terms not otherwise defined herein have the
meanings given to them in the Plan.
1. Grant of Stock Option. Pursuant to the Plan and subject to
the terms and conditions set forth in this Option, the Company hereby
grants to the Optionee the right and option to purchase from the Company
_________ shares of Common Stock at a price of $24.375 per share. This
Option may be exercised in whole or in part with respect to a number of
whole shares, at any time and from time to time after the date hereof
and prior to the expiration of ten years from the date hereof (the
"Expiration Date"), except as otherwise provided herein.
This Option will not be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended.
2. Exercise and Payment. To exercise this Option, the Optionee
will deliver written notice to the Secretary of the Company specifying
the date of this Option, the number of shares as to which this Option is
being exercised, and a date not later than thirty days after the date of
delivery of the notice when the Optionee will take up and pay for such
shares. On the date specified in such notice, the Company will deliver
to the Optionee one or more certificates for the number of shares
purchased against payment therefor. Payment may be made in cash,
including by check, or in shares of common stock valued at their fair
market value as of the date of exercise determined as provided in the
Plan, or partly in cash and partly in common stock.
3. Termination of Option.
(a) Termination of Service. In the event that the Optionee's
service on the Board of Directors of the Company terminates for any
reason other than disability or death, this Option will expire one year
after the termination but in no event after the Expiration Date.
(b) Disability or Death. In the event that the Optionee's
service on the Board of Directors terminates by reason of disability or
death, this Option will expire one year after the termination regardless
of the Expiration Date. The rights of the Optionee may be exercised by
the Optionee's guardian or legal representative in the case of
disability and by the beneficiary designated by the Optionee in writing
delivered to the Company or, if none has been designated, the Optionee's
estate in the case of death.
4. Adjustment of Terms. In the event of corporate transactions
affecting the Company's outstanding Common Stock, the Board will
equitably adjust the number and kind of shares subject to this Option
and the exercise price hereunder to the extent provided by the Plan.
- 30 -<PAGE>
Exhibit 10
5. No Transfer. This Option will not be transferable other than
by will or the laws of descent and distribution and will be exercisable
during the Optionee's lifetime only by the Optionee or the Optionee's
guardian or legal representative.
6. Securities Laws. The purchase of any shares by the Optionee
upon exercise of this Option will be subject to the conditions that (i)
the Company may in its discretion require that a registration statement
under the Securities Act of 1933 with respect to the sale of such shares
to the Optionee will be in effect, and such shares will be duly listed,
subject to notice of issuance, on any securities exchange on which the
Common Stock may then be listed, (ii) all such other action as the
Company considers necessary to comply with any law, rule or regulation
applicable to the sale of such shares to the Optionee will have been
taken and (iii) the Optionee will have made such representations and
agreements as the Company may require to comply with applicable law.
7. The Board. Any determination by the Board under, or inter-
pretation of the terms of, this Option or the Plan will be final and
binding on the Optionee.
8. Limitation of Rights. The Optionee will have no rights as a
shareholder with respect to any shares subject to this Option until such
shares are issued and delivered against payment therefor. The Optionee
will have no right to be retained as a director of the Company by virtue
of this Option.
9. Amendment. The Board may amend, modify or terminate this
Option, including substituting another Award of the same or a different
type and changing the date of realization, provided that the Optionee's
consent to such action will be required unless the action, taking into
account any related action, would not adversely affect the Optionee.
10. G o verning Law. This Option will be governed by and
interpreted in accordance with the laws of Florida.
TECO ENERGY, INC.
By: ______________________
- 31 -<PAGE>
FORM 10-Q
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.
Six Months Twelve Months (1)
Ended Ended Year Ended December 31,
June 30, 1997 June 30, 1997 1996 1995 1994(2) 1993(3) 1992
4.33x 4.59x 4.40x 4.28x 3.88x 3.81x 3.92x
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 and preferred stock dividend requirements.
(1)
Prior year amounts have been restated to reflect the mergers of
Peoples Gas System, Inc. and West Florida Natural Gas Company with and
into Tampa Electric Company.
(2)
Includes the effect of a $21.3-million pretax restructuring charge.
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
4.23x for the period ended Dec. 31, 1994.
(3)
Includes the effect of the non-recurring $10-million pretax charge
associated with a coal pricing settlement. 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 3.97x for the year ended
Dec. 31, 1993.
- 32 -<PAGE>
<TABLE> <S> <C>
<ARTICLE> UT <LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
TAMPA ELECTRIC COMPANY BALANCE SHEETS, STATEMENTS OF INCOME AND
STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000096271
<NAME> Tampa Electric Company
<MULTIPLIER> 1000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1997
<PERIOD-END> JUN-30-1997
<PERIOD-TYPE> 6-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,542,216
<OTHER-PROPERTY-AND-INVEST> 6,081
<TOTAL-CURRENT-ASSETS> 322,133
<TOTAL-DEFERRED-CHARGES> 237,703
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,108,133
<COMMON> 118,885
<CAPITAL-SURPLUS-PAID-IN> 853,148
<RETAINED-EARNINGS> 298,453
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,270,486
0
19,960
<LONG-TERM-DEBT-NET> 730,015
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 163,000
<LONG-TERM-DEBT-CURRENT-PORT> 3,760
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 920,912
<TOT-CAPITALIZATION-AND-LIAB> 3,108,133
<GROSS-OPERATING-REVENUE> 706,671
<INCOME-TAX-EXPENSE> 43,116
<OTHER-OPERATING-EXPENSES> 555,244
<TOTAL-OPERATING-EXPENSES> 598,360
<OPERATING-INCOME-LOSS> 108,311
<OTHER-INCOME-NET> (1,160)
<INCOME-BEFORE-INTEREST-EXPEN> 107,151
<TOTAL-INTEREST-EXPENSE> 33,366
<NET-INCOME> 73,785
440
<EARNINGS-AVAILABLE-FOR-COMM> 73,345
<COMMON-STOCK-DIVIDENDS> 62,939
<TOTAL-INTEREST-ON-BONDS> 22,127
<CASH-FLOW-OPERATIONS> 107,487
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Current year financial statements include the results of Peoples
Gas System, Inc. and West Florida Natural Gas Company
<FN>
</TABLE>
/TEXT
<PAGE>
</DOCUMENT>
</SEC-DOCUMENT>
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