<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant { }
Filed by a party other than the registrant { }
Check the appropriate box:
{ } Preliminary proxy statement
{X} Definitive proxy statement
{ } Definitive additional materials
{ } Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TCA CABLE TV, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
{X} $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
{ } $500 per each party to be controversy pursuant to Exchange Act Rule
14a-6(i)(3).
{ } Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
{ } Check bos if any of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
________________________________________________________________________________
(2) Form, shedule or registration statement no.:
________________________________________________________________________________
(3) Filing party:
________________________________________________________________________________
(4) Date filed:
________________________________________________________________________________
_______________
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
TCA CABLE TV, INC.
March 3, 1994
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of TCA Cable TV, Inc. scheduled to be held on March 31, 1994, at the corporate
offices of the Company, 3015 SSE Loop 323, Tyler, Texas, commencing at 3:30
p.m. Your Board of Directors and management look forward to personally
greeting those shareholders able to attend.
At the meeting, shareholders are being asked to elect eight directors.
In addition, management will report to the shareholders on the operations and
affairs of the Company.
It is important that your shares are represented at the meeting.
Accordingly please sign, date and return the enclosed proxy card in the
envelope provided for your convenience.
On behalf of the Board of Directors, thank you for your continued
support.
Sincerely,
ROBERT M. ROGERS,
Chairman of the Board
and Chief Executive Officer
<PAGE> 3
TCA CABLE TV, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 31, 1994
Notice is hereby given that the Annual Meeting of Shareholders of TCA
Cable TV, Inc., a Texas corporation (the "Company"), will be held on Thursday,
March 31, 1994, at 3:30 p.m. at the corporate offices of the Company, 3015 SSE
Loop 323, Tyler, Texas, for the following purposes:
(l) To elect eight directors (constituting the entire Board
of Directors) to serve until the next Annual Meeting of
Shareholders or until their respective successors shall be
elected and shall qualify;
(2) To transact such other business as may properly
come before the Annual Meeting of Shareholders or any meetings
to which such Annual Meeting may be adjourned.
The accompanying Proxy Statement contains information regarding, and a
more complete description of, the items of business to be considered at the
meeting.
The close of business on February 21, 1994, has been fixed as the
record date for determination of shareholders entitled to notice of, and to
vote at, such Annual Meeting of Shareholders and any adjournments thereof, and
only shareholders of record at February 21, 1994, are so entitled.
Please complete, date and sign the enclosed Proxy and return it
promptly. If you attend the meeting, you may vote in person. A reply envelope
is provided for this purpose and needs no additional postage if mailed in the
United States.
BY ORDER OF THE BOARD OF DIRECTORS,
MARTHA S. HENSLEY,
Secretary
Tyler, Texas
March 3, 1994
<PAGE> 4
TCA CABLE TV, INC.
3015 SSE Loop 323
Tyler, Texas 75701
_______________
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
March 31, 1994
_______________
This Proxy Statement is being sent to shareholders of TCA Cable TV,
Inc. ("TCA" or the "Company") in connection with the solicitation by the Board
of Directors of the Company of proxies for use at the Annual Meeting of
Shareholders of the Company to be held on March 31, 1994, or any meeting(s) to
which such annual meeting may be adjourned (the "Annual Meeting"). The Annual
Meeting will be held for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. Solicitation of proxies may be made in person
or by mail, telephone, or telegraph by directors, officers, and regular
employees of the Company. The Company may also request banking institutions,
brokerage firms, custodians, nominees, and fiduciaries to forward solicitation
material to the beneficial owners of the Company's Common Stock, par value $.10
per share (the "Common Stock"), held of record by such persons, and the Company
will reimburse their forwarding expenses. The cost of solicitation of proxies
will be paid by the Company. This Proxy Statement was first mailed to
shareholders on or about March 3, 1994.
Any shareholder returning the form of proxy enclosed with this Proxy
Statement has the power to revoke such proxy at any time prior to its use by
written notice of such revocation received by the Company prior to its use.
VOTING SECURITIES
The voting securities of the Company are shares of its Common Stock,
each share of which entitles the holder thereof to one vote. Only shareholders
of record of the Company at the close of business on February 21, 1994, are
entitled to notice of, and to vote at, the Annual Meeting. At February 21,
1994, there were approximately 24,664,517 shares of Common Stock outstanding.
QUORUM AND VOTING
The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority of the outstanding shares of Common Stock is necessary to
constitute a quorum. Each share represented at the Annual Meeting in person or
by proxy will be counted toward a quorum. In deciding all questions, a holder
of Common Stock on the Record Date shall be entitled to one vote for each
share.
<PAGE> 5
In order to be elected a director, a nominee must receive the
affirmative vote of the holders of a plurality of the shares of Common Stock
present, in person or by proxy, at the Annual Meeting, provided a quorum is
present.
With regard to the election of directors, votes may be cast in favor
or withheld; votes that are withheld will be excluded entirely from the vote
and will have no effect.
BENEFICIAL OWNERSHIP
The following table sets forth as of January 7, 1994, information
regarding the beneficial ownership of the Company's Common Stock by each person
known by the Company to own five percent (5%) or more of the outstanding shares
of Common Stock, each of the directors of the Company and the executive
officers and directors of the Company as a group.
Amount and
Nature of Percent
Title of Beneficial of
Beneficial Owner Class Ownership (1) Class (2)
- -----------------------------------------------------------------------
Robert M. Rogers Common Stock 5,645,000 (3) 22.9%
3015 SSE Loop 323
Tyler, TX 7570l
Louise H. Rogers Common Stock 3,305,501 (4) 13.4
2512 Alta Mira
Tyler, TX 75701
Putnam Investments, Inc. Common Stock 1,768,473 (5) 7.2
One Post Office Square
Boston, MA 02109
A. W. Riter, Jr. Common Stock 727,095 (6) 3.0
Ben R. Fisch, M.D. Common Stock 670,102 2.7
Fred R. Nichols Common Stock 43,218 (7) *
Wayne J. McKinney Common Stock 173,765 *
James F. Ackerman Common Stock 7,000 *
Kenneth S. Gunter Common Stock 8,913 (8) *
Randall K. Rogers Common Stock 126,120 (9) *
Directors & executive
officers as a group
(twelve persons) Common Stock 7,457,611 (10) 30.2%
*Less than 1.0%
<PAGE> 6
(l) "Beneficially" owned shares, as defined by the Securities and Exchange
Commission, are those shares as to which a person has voting or dispositive
power, or both. "Beneficial" ownership does not necessarily mean that the
named person is entitled to receive the dividends on, or the proceeds from the
sale of, the shares. The persons listed above have the sole power to vote and
dispose of the shares beneficially owned by them except as otherwise indicated.
(2) This calculation is the quotient of (a) the number of shares currently
beneficially owned by the named individual or group, plus the number of shares,
if any, for which options held by such person or group are exercisable within
60 days, divided by (b) the total number of shares outstanding at January 7,
1994, plus the number of shares, if any, for which options held by such person
or group are exercisable within 60 days.
(3) Includes 120,000 shares owned by The Rogers Foundation, Inc., a
private charitable foundation of which Mr. Rogers is President. Also includes
1,000,000 shares owned by Rogers Venture Enterprises, Inc., a corporation
wholly owned by Mr. Rogers and Louise H. Rogers.
(4) Does not include any shares owned by Rogers Venture Enterprises, Inc.,
a corporation wholly owned by Louise H. Rogers and Robert M. Rogers.
(5) As indicated on Schedule 13-G dated January 18, 1994, Putnam
Investment Management, Inc. and The Putnam Advisory Company, Inc. (together
with their parent corporations, Putnam Investments, Inc. and Marsh & McLennan
Companies, Inc.), are considered "beneficial owners" in the aggregate of
1,768,473 shares, or 7.2% of shares outstanding, of the Company's voting common
stock, which shares were acquired for investment purposes by such investment
managers for certain of their advisory clients.
(6) Includes 36,660 shares owned by various trusts of which Mr. Riter is
Co-trustee.
(7) Includes 12,500 shares covered by currently exercisable options
granted under the Incentive Stock Option Plan and 700 shares owned by Mr.
Nichols' daughters who reside with him.
(8) Includes 5,913 shares owned by The E.C. Gunter Estate of which Mr.
Gunter is Independent Executor.
(9) Includes 1,500 shares covered by currently exercisable options granted
under the Incentive Stock Option Plan, and 59,200 shares owned by The Rogers
Family Trust, of which Mr. Rogers is a Trustee.
(10) Includes 32,500 shares covered by currently exercisable options
granted under the Incentive Stock Option Plan.
<PAGE> 7
PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees for Directors
Eight directors are to be elected at the Annual Meeting, each director to hold
office for a term of one year or until his successor shall have been elected
and qualified. The shares represented by the proxy will be voted for the
nominees whose names appear therein, but the persons designated as proxies
reserve full discretion to cast votes for other persons in the event that any
such nominees are unable to serve. All of the nominees have indicated that
they are willing to stand for election and are willing to serve if elected.
Director
Nominee Position Held Age Since
- --------------------- --------------------------- --- --------
Robert M. Rogers Chairman of the Board of 67 1981
Directors and Chief
Executive Officer
Fred R. Nichols President, Chief Operating 47 1981
Officer and Director
Wayne J. McKinney (2) Director 62 1981
Ben R. Fisch, M.D.(1) Director 68 1981
A. W. Riter, Jr. (2) Director 69 1981
James F. Ackerman (1) Director 69 1981
Kenneth S. Gunter (2) Director 60 1984
Randall K. Rogers Director 34 1989
(l) Member of Audit Committee.
(2) Member of Compensation and Stock Option Committee.
Each of the foregoing persons has served in the above capacities since
the inception of the Company in 1981 unless otherwise indicated.
Robert M. Rogers founded the Company and each of its subsidiaries and
has served as Chairman of the Board of Directors and CEO of the Company and
each of the Company's subsidiaries since their inception. Mr. Rogers was
President of the Company from its inception in 1981 until September, 1990. Mr.
Rogers has been actively involved in the ownership and operation of cable
television systems since 1954. He is a member of the Cable Television
Pioneer's Club.
<PAGE> 8
Fred R. Nichols is President, Chief Operating Officer and a director
of the Company. Prior to being named President in September, 1990, Mr. Nichols
served as Executive Vice President and a director of the Company since its
inception, Chief Operating Officer of the Company since December, 1983 and
Secretary of the Company from September, 1984 until December, 1990. He had
been Treasurer of the Company's subsidiaries from 1980 until 1985 when he was
named President of TCA Management Company and all other wholly owned
subsidiaries of the Company, excluding VPI Communications, Inc.
Wayne J. McKinney has been actively engaged in the cable television
business since 1958 and was employed by the Company or its subsidiaries from
1958 until his retirement in January, 1986, serving as a Director and Senior
Vice President - Engineering of the Company from its inception and as Senior
Vice President or Vice President, Chief Engineer and/or Director of Engineering
of the Company's subsidiaries.
Ben R. Fisch, M.D., has been a director of the Company or its
subsidiaries since 1967. Dr. Fisch has been retired from medical practice in
Tyler, Texas since July, 1986.
A. W. Riter, Jr. retired as Chairman of the Board of Directors and
Chief Executive Officer of NCNB Texas-Tyler, Texas (successor to First
RepublicBank Tyler), on September 30, 1988. He held the same positions with
First RepublicBank Tyler and its predecessor, InterFirst Bank Tyler, from
August, 1979 to June, 1988 and served as President of Peoples National Bank
(predecessor of InterFirst Bank Tyler) from 1964 until 1979. Mr. Riter served
as a director and Vice President of most of the Company's subsidiaries from
time to time from 1965 to 1974.
James F. Ackerman is President of Cardinal Ventures, LLC in
Indianapolis, Indiana. He had been President of Jim Ackerman and Associates,
Inc., from October, 1984 to July, 1993. From 1973 to December 1, 1984, he was
Senior Vice President of A. G. Becker Paribas, Inc. Mr. Ackerman has been
engaged in investment banking activities with respect to the cable television
industry since 1959 and had served as a partner of Becker Communications
Associates, a cable television investment partnership, from 1973 to 1989. He
was also Chairman and Chief Executive Officer of Cardinal Communications, Inc.,
an Indiana cable television operator, a position he held since 1971 until the
company was sold in 1993. Mr. Ackerman is a former President and Director of
the Indiana Cable Television Association, a past Director of the National Cable
Television Association and a member of the Pioneers Club of the cable
television industry.
Kenneth S. Gunter has been Executive Vice President of Columbia
International, Inc., a cable television multiple system operator, since 1985.
From 1972 to 1985, he served as Executive Vice President of UA-Columbia
Cablevision, Inc. Mr. Gunter has 35 years experience in the cable television
industry, working in all phases of management and engineering. He is a past
Director of the National Cable Television Association, a Senior Member and past
Director of the Society of Cable Television Engineers, and a member of the
cable television Pioneers Club.
<PAGE> 9
Randall K. Rogers has been with TCA since 1983, previously serving as
system manager in Big Spring and Huntsville, Texas. Since 1989, Mr. Rogers has
served as general manager of the Company's operations in Bryan/College Station,
Texas. Mr. Rogers is the son of Robert M. Rogers.
The Board of Directors held four meetings during fiscal 1993. The
Board of Directors has two standing committees - the Audit Committee and the
Stock Option and Compensation Committee.
The functions performed by the Audit Committee include: recommending
to the Board of Directors selection of the Company's independent accountants
for the ensuing year; reviewing with the independent accountants and management
the scope and result of the audit; reviewing the independence of the
independent accountants; reviewing actions by management and independent
accountants' recommendations; and meeting with management and the independent
auditors to review the effectiveness of the Company's system of internal
control. The Audit Committee met three times during fiscal 1993.
The Compensation and Stock Option Committee met twice during 1993.
The functions performed by this committee include: reviewing the Company's
executive salary structure; reviewing the Company's Incentive Stock Option Plan
(and granting options thereunder); recommending directors' fees; and approving
salary and bonus awards to certain key employees.
The Board of Directors does not have a nominating committee. Functions
customarily attributed to a nominating committee are performed by the Board of
Directors as a whole.
During 1993, each director attended all meetings of the Board of
Directors and respective committees on which he served except for the September
1, 1993 meeting which Kenneth S. Gunter was unable to attend.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding
compensation paid during the Company's last three fiscal years to the Company's
Chief Executive Officer and the only other executive officer who earned over
$100,000 in salary and bonus during fiscal 1993.
<PAGE> 10
Annual Long-Term
Compensation Compensation
------------ ------------
Number of
Securities All Other
Name and Fiscal Salary Underlying Compensation
_Principal Position Year ($) (1) Options/SARs ($) (2) _
- -------------------- ------ --------- ------------ ------------
Robert M. Rogers, 1993 $ 176,482 - $ 5,234
Chairman of the 1992 171,320 - 5,080
Board and Chief 1991 168,558 - 4,997
Executive Officer
Fred R. Nichols, 1993 170,885 10,000 5,067
President, Chief 1992 161,723 - 4,792
Operating Officer 1991 149,228 - 4,417
and Director
(1) Includes director's fee paid to the named executive officers.
(2) Consists solely of Company contributions under the Company's
Deferred Savings and Retirement Plan.
_______________
Option Grants During 1993 Fiscal Year
The following table provides information related to options granted to the
named executive officers during fiscal 1993.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants For Option Term (1)
- ---------------------------------------------------------------------------------------------------------
Number of
Securities
Underlying % of Total
Options/ Options/SARs
SARs Granted to Exercise or
Granted Employees In Base Price Expiration
Name (#) (2) Fiscal Year ($/Sh)(3) Date 5% 10%
- ---------------- ----------- -------------- ----------- ------------ --------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert M. Rogers - - - - - -
Fred R. Nichols 10,000 (4) 19.8 20.75 Dec. 2, 1999 84,473 196,859
</TABLE>
(1) The potential realizable value portion of the foregoing table
illustrates value that might be realized upon exercise of the options
immediately prior to the expiration of their term, assuming the
specified compounded rates of appreciation on the Company's Common
Stock over the term of the options. These numbers do not take into
account provisions of certain options
<PAGE> 11
providing for termination of the option following termination of
employment, nontransferability or vesting over periods of up to four
years.
(2) Options to acquire shares of Common Stock.
(3) The option exercise price may be paid in shares of Common Stock owned
by the executive officer, in cash, or in any other form of valid
consideration or a combination of any of the foregoing, as determined
by the Stock Option Committee in its discretion.
(4) Options become exercisable with respect to 25% of the shares covered
thereby on each of December 2, 1993, 1994, 1995 and 1996. The
exercise price was equal to the fair market value of the Common Stock
on the date of grant.
Option/SAR Exercises During 1993 Fiscal Year and
Fiscal Year End Option/SAR Values
The following table provides information related to options exercised by the
named executive officers during the 1993 fiscal year and the number and value
of options held at fiscal year end. The Company does not have any outstanding
stock appreciation rights.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options/SARs
Acquired Value Options/SARs at FY-End (#) at FY-End ($) (3)
on Exercise Realized --------------------------- ---------------------------
Name (#) (1) ($)(2) Exercisable Unexercisable Exercisable Unexercisable
- ---------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert M. Rogers - - - - - -
Fred R. Nichols 16,000 230,080 10,000 10,000 108,700 85,000
</TABLE>
(1) Each of the options exercised by the named individual during fiscal
1993 was held by the named individual for a period of at least three
years.
(2) Value is calculated based on the difference between the option
exercise price and the closing market price of the Common Stock on the
date of exercise multiplied by the number of shares to which the
exercise relates.
(3) The closing price for the Company's Common Stock as reported by NASDAQ
on October 31, 1993 was $29.25. Value is calculated on the basis of
the difference between the option exercise price and $29.25 multiplied
by the number of shares of Common Stock underlying the option.
Compensation of Directors
<PAGE> 12
Each of the Company's directors receives $500 per quarter for service
as a director. Additionally, Messrs. Fisch, McKinney and Riter receive $500
per meeting attended and Messrs. Ackerman and Gunter receive $1,000 per meeting
attended.
Report of the Compensation and Stock Option Committee
of the Board of Directors on Executive Compensation
The members of the Compensation and Stock Option Committee (the
"Committee") are Kenneth S. Gunter, Chairman, A.W. Riter, Jr. and Wayne J.
McKinney. In determining the compensation to be paid to the Company's
executive officers in 1993, the Committee employed compensation policies
designed to align the compensation with the Company's overall business
strategy. These policies are intended to (i) reward executives for long-term
strategic management and the enhancement of shareholder value, (ii) support a
performance-oriented environment that rewards achievement of initial Company
goals and recognizes Company performance compared to performance levels of
comparable companies in the cable industry, and (iii) attract and retain
executives whose abilities are critical to the long-term success and
competitiveness of the Company.
The key components of executive officer compensation, salary and stock
option awards, are determined annually in the discretion of the Committee. The
Committee considers each executive officer's level of responsibility in setting
executive compensation, meaning that the Company pays higher levels of
compensation to persons having higher levels of responsibility. The Committee
also considers compensation levels among other public companies in the cable
television industry in setting executive officer compensation. These
businesses include, but are not limited to, the companies reflected in the peer
group indices in the Stock Performance Chart. The Committee makes these
comparisons in an effort to determine whether the Company's executive
compensation is reasonable and remains competitive enough to allow the Company
to retain skilled executives. The Committee believes that the compensation
paid to its executive officers, including its Chief Executive Officer ("CEO"),
are on the low end of the compensation of executive officers of companies to
which these comparisons are made. Finally, in setting executive officer
compensation the Committee considers the Company's performance in terms of
stock price, earnings and cash flow, each of which increased during fiscal 1992
and 1993. However, no part of executive compensation is strictly tied to
performance criteria. Therefore, even in a year in which stock price, earnings
and cash flow were flat or down the Committee could, in its discretion, grant
increases in executive compensation. The Committee traditionally has not
granted bonuses to executive officers but may, in its discretion, grant bonuses
from time to time as it deems appropriate. In determining executive
compensation levels, the Company believes that it affords approximately equal
weight to each of the factors described herein. No stock option awards were
made to executive officers during fiscal 1991 or 1992. Fred R. Nichols was
granted a stock option of 10,000 shares in fiscal 1993 at an exercise price of
$20.75 which was the fair market value of the Company's common stock on the
date of grant. When making stock option awards to executive officers, the
Committee bases the size of the awards on the
<PAGE> 13
foregoing factors. In determining the amount of options granted to Mr. Nichols
in 1993, the Committee considered the amount and terms of options already held
by Mr. Nichols.
The Committee increased the CEO's salary approximately $4,000 to
approximately $173,000 in fiscal 1993. The Committee set the fiscal 1993
compensation of the Company's CEO on the basis of the CEO's level of
responsibility, comparisons to salaries of chief executive officers of
businesses the Committee deemed comparable (as described above) and the
Company's performance in terms of stock price, earnings and cash flow, each of
which increased in fiscal 1992 and 1993. The Committee considers the CEO to
have the highest level of responsibility of any executive officer. This
analysis is reflected in the fact that the CEO's salary is higher than that of
any other executive officer. As stated previously, the Committee believes that
the CEO's compensation is on the low end of compensation of chief executive
officers of companies to which comparisons were made, but the Committee
believes that the CEO's compensation remains competitive enough to allow the
Company to retain a skilled chief executive officer. The CEO's fiscal 1993
compensation was based in part on the Company's increases in stock price,
earnings and cash flow but was in no way specifically tied to any of those
factors pursuant to a formula or other objective criteria. The CEO was not
paid a bonus during fiscal 1993. The current CEO is a major shareholder of the
Company. The Committee believes, therefore, that the CEO's interests are
adequately tied to the Company's stock performance and has not granted stock
options to the current CEO.
This report is submitted by the members of the Compensation and Stock
Option Committee:
Kenneth S. Gunter, Chairman
Wayne J. McKinney
A. W. Riter, Jr.
Compensation and Stock Option Committee
Interlocks and Insider Participation
The members of the Committee are Kenneth S. Gunter, A. W. Riter, Jr.
and Wayne J. McKinney. None of these individuals was an officer or employee of
the Company during fiscal 1993. Wayne J. McKinney is a former officer of the
Company, having retired in 1986.
Stock Performance Chart
The following chart compares the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock during the
five fiscal years ended October 31, 1993 with the cumulative total return on
(i) the S&P 500 Index, (ii) a peer group consisting of businesses engaged in
the cable television industry selected by the Company for use in the proxy
statement related to the Company's 1993 Annual Meeting (the "1993 Peer Group"),
and (iii) a modified peer group consisting of businesses engaged in the cable
television industry selected by the Company for use in this proxy statement and
future proxy statements (the "1994 Peer Group"). The comparison assumes $100
was invested on October 31, 1988 in the Company's Common Stock and in each of
the foregoing indices and assumes reinvestment of dividends.
<PAGE> 14
The businesses included in the 1993 Peer Group are: Adelphia
Communications Corporation (Class A Stock); Associated Communications
Corporation (Class A Stock); C-TEC Corporation (Class A Stock); Cablevision
Systems Corporation (Class A Stock); Century Communications Corp. (Class A
Stock); Comcast Cablevision - Philadelphia; Comcast Corporation (Class A
Stock); Falcon Cable Systems Company, a California Limited Partnership; Galaxy
Cablevision, L.P.; Jones Intercable Investors, L.P. (Class A Stock); Jones
Intercable, Inc.; Jones Spacelink, Ltd. (Class A Stock); Knight-Ridder, Inc.;
Media General (Class A Stock); Multimedia, Inc.; Scripps-Howard Broadcasting
Company; the Company; Tele- Communications, Inc. (Class A Stock); Time Warner
Inc.; The Times Mirror Company (Series A Stock); Viacom Inc. (Class A Stock);
and The Washington Post Company (Class B Stock). The returns of each component
issuer in the foregoing group have been weighted according to the respective
issuer's stock market capitalization.
The businesses included in the 1994 Peer Group are: Adelphia
Communications Corporation (Class A Stock); Cablevision Systems Corporation
(Class A Stock); Century Communications Corp. (Class A Stock); Comcast
Cablevision - Philadelphia; Comcast Corporation (Class A Stock); Falcon Cable
Systems Company, a California Limited Partnership; Galaxy Cablevision, L.P.;
Jones Intercable Investors, L.P. (Class A Stock); Jones Intercable, Inc.; Jones
Spacelink, Ltd. (Class A Stock); the Company; Tele-Communications, Inc. (Class
A Stock); Time Warner Inc.; and The Times Mirror Company (Series A Stock). The
returns of each component issuer in the foregoing group have been weighted
according to the respective issuer's stock market capitalization.
The 1994 Peer Group differs from the 1993 Peer Group in that the
Company determined not to include in the 1994 Peer Group certain companies
included in the 1993 Peer Group that have substantial operations outside of the
cable television industry. Companies included in the 1993 Peer Group but
deleted from the 1994 Peer Group are: Associated Communications Corporation;
C-TEC Corporation; Knight-Ridder, Inc.; Media General; Multi-Media, Inc.;
Scripps-Howard Broadcasting Company; Viacom, Inc.; and The Washington Post
Company. All companies in the 1994 Peer Group are, like the Company, primarily
engaged in the cable television business. The Company chose to change the
components of its peer group index because the Company believes that the 1994
Peer Group on the whole consists of businesses more comparable to that of the
Company than does the 1993 Peer Group.
<PAGE> 15
TOTAL SHAREHOLDERS RETURN
PREPARED FOR
TCA CABLE TV INC
{GRAPH}
Fiscal Year Basis: 10
<TABLE>
<CAPTION>
Return Return Return Return Return
Company \ Index Name 1989 1990 1991 1992 1993
-------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
TCA CABLE TV INC 5.02 -37.64 76.08 7.46 58.83
S&P 500 26.40 -7.48 33.50 9.95 14.94
1993 PEER GROUP 31.02 -44.02 69.77 3.85 71.80
1994 PEER GROUP 27.44 -47.08 86.42 1.27 87.18
</TABLE>
Indexed \ Commulative Returns
<TABLE>
<CAPTION>
Base
Period Return Return Return Return Return
Company \ Index Name 1988 1989 1990 1991 1992 1993
-------------------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
TCA CABLE TV INC 100 105.02 65.49 115.32 123.91 196.82
S&P 500 100 126.40 116.94 156.12 171.66 197.31
1993 PEER GROUP 100 131.02 73.35 124.52 129.32 222.18
1994 PEER GROUP 100 127.44 67.44 125.73 127.32 238.32
</TABLE>
1993 PEER GROUP 1994 PEER GROUP
- --------------- ---------------
ADELPHIA COMMUN -CL A ADELPHIA COMMUN -CL A
ASSOCIATED COMMUN -CL A CABLEVISION SYSTEMS -CL A
C TEC CORP CENTURY COMMUN -CL A
CABLEVISION SYSTEMS -CL A COMCAST CABLEVISION - PHILA
CENTURY COMMUN -CL A COMCAST CORP -CL A SPL
COMCAST CABLEVISION - PHILA FALCON CABLE SYSTEMS -LP
COMCAST CORP - CL A SPL GALAXY CABLEVISION -LP
FALCON CABLE SYSTEMS -LP JONES INTERCABLE -LP -CL A
GALAXY CABLEVISION -LP JONES INTERCABLE INC -CL A
JONES INTERCABLE -LP -CL A JONES SPACELINK LTD -CL A
JONES INTERCABLE INC -CL A TCA CABLE TV INC
JONES SPACELINK LTD -CL A TELE-COMMUNICATIONS -CL A
KNIGHT-RIDDER INC TIME WARNER INC
MEDIA GENERAL -CL A TIMES MIRROR COMPANY -SER A
MULTIMEDIA INC
SCRIPPS HOWARD BROADCASTING
TCA CABLE TV INC
TELE-COMMUNICATIONS -CL A
TIMES WARNER INC
TIMES MIRROR COMPANY -SER A
VIACOM INC -CL A
WASHINGTON POST -CL B
<PAGE> 16
CERTAIN TRANSACTIONS
Leased Property
Rogers Venture Enterprises, Inc. ("RVE"), a corporation wholly owned by
Robert M. Rogers, Chairman of the Board and Chief Executive Officer of the
Company, and Louise H. Rogers, owns the building in which the Company's
principal executive offices are located. Throughout fiscal 1993 this lease
between the Company and RVE provided for monthly payments of $32,812, with
lessor providing utilities, maintenance and janitorial services. In December,
1993, the lease was amended to provide for monthly payments of $26,542.92, with
the Company paying for utilities and janitorial services. The Company believes
that the terms of such lease are at least as favorable as would be obtainable
from a third-party lessor. Total amounts paid by the Company under this lease
during fiscal 1993 were $393,744.
SECTION 16 REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and officers, and persons who own more than
10% of a registered class of the Company's equity securities, to file initial
reports of ownership and reports of changes in ownership with the Securities
and Exchange Commission (the "SEC") and NASDAQ. Such persons are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it
with respect to fiscal 1993, or written representations from certain reporting
persons, the Company believes that all filing requirements applicable to its
directors, officers and persons who own more than 10% of a registered class of
the Company's equity securities have been complied with, except that Robert M.
Rogers and Randall K. Rogers each filed one Form 4 which was received by the
Securities and Exchange Commission one day late.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's principal auditors are Coopers & Lybrand. A
representative of Coopers & Lybrand will be present at the Annual Meeting of
Shareholders and will have the opportunity to make any desired statement and
will be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals on matters appropriate for
shareholder action at subsequent annual meetings of the Company consistent with
Rule 14a-8 of the Securities Exchange Act of 1934. For such proposals to be
considered for inclusion in the Proxy Statement and Proxy relating to the 1994
Annual Meeting of Shareholders such proposals must be received by the Company
not later than November 3, 1994. Such proposals should be directed to TCA
Cable TV, Inc., Investor Relations, P. O. 130489, Tyler, Texas 75713-0489.
<PAGE> 17
OTHER MATTERS
Management does not know of any matters to be brought before the
meeting other than those referred to herein. If any matters properly come
before the meeting, the persons designated as proxies will vote thereon in
accordance with their best judgment in the interest of the Company.
MISCELLANEOUS
The Annual Report to Shareholders of the Company, including financial
statements for the fiscal year ended October 31, 1993, accompanies this Proxy
Statement. The Annual Report is not to be deemed part of this Proxy Statement.
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE IN THE ENVELOPE PROVIDED FOR THAT PURPOSE. NO POSTAGE IS REQUIRED
FOR MAILING IN THE UNITED STATES.
BY ORDER OF THE BOARD OF DIRECTORS,
Martha S. Hensley,
Secretary
Tyler, Texas
March 3, 1994
