Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 31, 2009

 

 

 

Commission File No.   

Exact name of each Registrant as specified in its charter, state of

incorporation, address of principal executive offices, telephone number

  

I.R.S. Employer

Identification Number

1-8180    TECO ENERGY, INC.    59-2052286
   (a Florida corporation)   

 

 

 

  

TECO Plaza

702 N. Franklin Street

Tampa, Florida 33602

(813) 228-1111

  

 

 

 

1-5007    TAMPA ELECTRIC COMPANY    59-0475140

(a Florida corporation)

 

 

TECO Plaza

702 N. Franklin Street

Tampa, Florida 33602

(813) 228-1111

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


EXPLANATORY NOTE

Item 5.02 and Exhibit 10.1 are being filed by TECO Energy, Inc. Item 8.01 is being filed by its wholly-owned subsidiary, Tampa Electric Company. Item 2.05 is being filed jointly by both TECO Energy, Inc. and Tampa Electric Company.

Section 2 – Financial Information

Item 2.05 – Costs Associated with Exit or Disposal Activities

On July 30, 2009, TECO Energy, Inc. (the “Corporation”) announced organizational changes and a new senior executive team structure as part of its response to industry changes, economic uncertainties and the overall need to maintain a lean and efficient organization. As a second step in response to these factors, on August 31, 2009, the Corporation committed to a total reduction in force of approximately 225 jobs. The reduction in force is expected to be substantially completed by September 30, 2009. In connection with the reduction in force, the Corporation currently expects to incur total costs of approximately $25-30 million related to severance and related benefits and expects to recognize the majority of these charges in the quarter ended September 30, 2009. The Corporation’s wholly-owned subsidiary, Tampa Electric Company, expects to incur approximately $20-25 million of such costs and expects to recognize the majority of these charges in the quarter ended September 30, 2009. The estimated cash expenditures related to these actions are expected to be in a range between $20-25 million during the third and fourth quarters of 2009 and early 2010.

Section 5 – Corporate Governance and Management

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On July 30, 2009, TECO Energy, Inc. filed a Current Report on Form 8-K reporting on a management reorganization in which the Corporation’s subsidiary, Tampa Electric Company (the “Company”), appointed Gordon L. Gillette to replace its former President (Charles R. Black) and President of its Peoples Gas System Division (William N. Cantrell). In connection with such reorganization, the Company entered into a Retirement Agreement and General Release with Mr. Black dated August 31, 2009 (the “Agreement”). The Agreement provides for Mr. Black to receive a payment equal to 1.5 times his base salary plus target bonus and a credit of two years additional age and service to be applied toward his retirement benefits. The Agreement also provides that, if the threshold performance goal is achieved for the Corporation’s 2009 Annual Incentive Plan, Mr. Black will receive an amount equal to his target incentive award with respect to his individual goals under such Plan, and an amount calculated based on corporate performance for the financial incentive goals under such Plan (in both cases prorated for 8 months). The Agreement provides for a waiver of the retiree portion of the retiree medical premium for 18 months and an option to participate in a 12-month outplacement program. Mr. Black’s time-vested restricted stock vested and he received the number of performance-based restricted shares that were earned based on performance as of August 31, 2009. His stock options will remain exercisable for the remainder of their respective 10-year terms.

The foregoing summary of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated, herein by reference.

Section 8 – Other Events

Item 8.01: Other Events

The information in Item 5.02 is hereby incorporated by reference.


Section 9 – Financial Statements and Exhibits

 

Item 9.01: Financial Statements and Exhibits

 

  (d) Exhibits

 

10.1    Retirement Agreement and General Release between Tampa Electric Company and Charles R. Black dated August 31, 2009.


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 hereunto duly authorized.

 

Date: September 4, 2009     TECO ENERGY, INC.
    (Registrant)
  By:  

/s/ S. W. CALLAHAN

    S. W. CALLAHAN
    Vice President-Finance and Accounting and Chief Financial Officer (Treasurer and Chief Accounting Officer)
    (Principal Financial and Accounting Officer)
Date: September 4, 2009     TAMPA ELECTRIC COMPANY
    (Registrant)
  By:  

/s/ S. W. CALLAHAN

    S. W. CALLAHAN
    Vice President-Finance and Accounting and Chief Financial Officer (Treasurer and Chief Accounting Officer)
    (Principal Financial and Accounting Officer)