<PAGE> 1
As filed with the Securities and Exchange Commission on July 14, 1995.
Registration No. 33-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
_______________
TCA CABLE TV, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1798185
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
3015 SSE Loop 323
Tyler, Texas 75713-0489
(Address of principal executive offices)
_______________
AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
_______________
ROBERT M. ROGERS
3015 SSE Loop 323
Tyler, Texas 75713-0489
(Name and address of agent for service of agent for service)
(903) 595-3701
(Telephone number, including area code,
of agent for service)
_______________
COPY TO:
JAMES S. RYAN, III
Jackson & Walker, L.L.P.
901 Main Street
Suite 6000
Dallas, Texas 75202
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
From time to time after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of Amount Proposed Maximum
Securities to be Maximum Offering
to be Registered Registered Offering Price Price (1)
Per Share (1) Amount of
Registration Fee (1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value . . . . 250,000 shares $26.94 $6,735,000 $2,322.41
========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) and 457(h), the offering price and
registration fee are based on a price of $26.94 per share, which price
is an average of the high and low prices of the Common Stock on the
National Association of Securities Dealers Automated Quotation
National Market System on July 10, 1995.
<PAGE> 2
Pursuant to General Instruction E of Form S-8, this Registration
Statement incorporates by reference the contents of the Registrant's
Registration Statement No. 33-21901 on Form S-8.
<PAGE> 3
PROSPECTUS
250,000 Shares*
TCA CABLE TV, INC.
Common Stock
This Prospectus has been prepared by TCA Cable TV, Inc., a Texas
corporation (the "Company"), for use upon resale by certain employees of the
Company (the "Selling Shareholders") of up to 250,000 shares of Common Stock,
par value of $0.10 per share (the "Common Stock"), of the Company. The Selling
Shareholders have acquired and/or may in the future acquire, shares of Common
Stock from the Company pursuant to the exercise of outstanding options
heretofore granted and options to be hereafter granted to the Selling
Shareholders pursuant to the provisions of the Company's Amended and Restated
Incentive Stock Option Plan (the "Plan").
The Common Stock may be sold from time to time by the Selling
Shareholders. Such sales may be made through one or more brokers or dealers on
the NASDAQ/NMS, or any other over-the-counter market or exchange on which the
Common Stock is quoted or listed for trading, or in negotiated transactions, in
each case at prices and at terms then prevailing or at prices related to the
then current market price or at negotiated prices and terms. Upon any sale of
the Common Stock offered hereby, the Selling Shareholders and participating
agents, brokers, dealers or marketmakers may be deemed to be underwriters as
that term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and commissions or discounts or any profit realized on the resale of
such securities purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. See "Plan of Distribution."
The Common Stock is quoted through the National Association of
Securities Dealers Automated Quotation National Market System (the
"NASDAQ/NMS") under the symbol "TCAT." On July 12, 1995, the last reported
sale price of the Common Stock, as reported on the NASDAQ/NMS, was $27.19. The
Company will not receive any of the proceeds from the sales by the Selling
Stockholders.
* This figure is an estimate. The Company has filed a Registration Statement
on Form S-8 (the "Registration Statement"), Registration Statement No.
33-_________ (of which this Prospectus is a part) which covers the sale by
the Company of up to 250,000 shares of Common Stock upon exercise of options
granted or to be granted under the Plan.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is July 14, 1995.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; at the Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60621-2511; and at 75 Park Place, Room
1228, New York, New York 10007. Copies of such material also may be obtained
at prescribed rates from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement on
Form S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act in connection with the offer and sale of
the Common Stock to be issued pursuant to the exercise of options under the
Plan. As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth or incorporated by
reference in the Registration Statement. Copies of the Registration Statement
are available from the Public Reference Section of the Commission at prescribed
rates. Statements contained herein concerning the provisions of documents
filed with the Registration Statement are necessarily summaries of such
documents, and each such statement is qualified in its entirety by reference to
the copy of the applicable documents filed with the Commission.
The Company's principal executive offices are located at 3015 SSE Loop
323, Tyler, Texas 75713-0489, and the Company's telephone number is (903)
595-3701.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof: (i)
Annual Report on Form 10-K for the year ended October 31, 1994; (ii) Quarterly
Report on Form 10-Q for the quarter ended January 31, 1995; (iii) Quarterly
Report of the Company on Form 10-Q for the quarter ended April 30, 1995; and
(iv) description of the Common Stock contained in the Company's Registration
Statement on Form S-1 (No. 2-75516) and Registration Statement on Form 8-A (No.
2-88892), effective as of March 17, 1984.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock to be made
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or
-2-
<PAGE> 5
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests for such documents should be
directed to TCA Cable TV, Inc., 3015 S.S.E. Loop 323, Tyler, Texas 75713-0489,
Attn: Jimmie Taylor (telephone number: (903) 595-3701).
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock offered hereby.
SELLING SHAREHOLDERS
Information relating to Selling Shareholders will be provided by
Prospectus Supplement.
PLAN OF DISTRIBUTION
The Common Stock offered hereby may be sold from time to time by the
Selling Stockholders or permitted transferees. The Common Stock may be
disposed of from time to time in one or more transactions through any one or
more of the following: (i) to purchasers directly, (ii) in ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (iii)
through underwriters or dealers who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders or permitted transferees and/or from the purchasers of the Common
Stock for whom they may act as agent, (iv) the writing of options on the Common
Stock, (v) the pledge of the Common Stock as security for any loan or
obligation, including pledges to brokers or dealers who may, from time to time,
themselves effect distributions of the Common Stock or interests therein, (vi)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its own account pursuant to this Prospectus, (vii) a block trade in
which the broker or dealer so engaged will attempt to sell the Common Stock as
agent but may position and resell a portion of the block as principal to
facilitate the transaction and (viii) an exchange distribution in accordance
with the rules of such exchange or transactions in the over the counter market.
Such sales may be made at prices and at terms then prevailing or at prices
related to the then current market price or at negotiated prices and terms. In
effecting sales, brokers or dealers may arrange for other brokers or dealers to
participate. The Selling Stockholders or permitted transferees and any
underwriters, brokers,
-3-
<PAGE> 6
dealers or agents that participate in the distribution of the Common Stock may
be deemed to be "underwriters" within the meaning of the Securities Act and any
profit on the sale of the Common Stock by them and any discounts, commissions
or concessions received by any such underwriters, brokers, dealers or agents
may be deemed to be underwriting commissions or discounts under the Securities
Act.
The Company will pay all of the expenses incident to the offering and
sale of the Common Stock to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Stockholders related thereto.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Common
Stock offered hereby have been passed upon for the Company by Jackson & Walker,
L.L.P., 901 Main Street, Suite 6000, Dallas, Texas 75202.
EXPERTS
The financial statements and schedules appearing in the Company's
Annual Report on Form 10-K for the year ended October 31, 1994, have been
audited by Coopers & Lybrand, L.L.P., independent auditors, as set forth in
their report thereon included therein. Such statements and schedules are
incorporated herein by reference in reliance on such report, which was
given on the authority of that firm as experts in accounting and auditing.
INDEMNIFICATION
The Company is a Texas corporation and The Texas Business Corporation
Act ("TBCA") empowers a corporation organized thereunder to indemnify its
directors and officers or former directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers.
Reference is made to Article IX and Article VII, Section 8 of the
Company's Articles of Incorporation and Bylaws, respectively, which provide for
indemnification of officers and directors except as to certain circumstances
and except as provided by applicable law.
Additionally, Article XIII of the Company's Articles of Incorporation
limits the liability of directors of the Company to the Company or its
stockholders (in their capacity as directors but not in their capacity as
officers) to the fullest extent permitted by the TBCA. The effect of such
Article XIII (based on the TBCA as of the date of this Prospectus) is that the
directors of the Company will not be personally liable for monetary damages for
breach of a director's fiduciary
-4-
<PAGE> 7
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for a transaction from which a director received an
improper benefit whether or not the benefit resulted from an action taken
within the scope of the director's office, or (iv) for an act related to an
unlawful stock repurchase or payment of a dividend.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
-5-
<PAGE> 8
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . 2
Incorporation by Reference . . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . . . . 3
Selling Shareholders . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . 3
Legal Matters . . . . . . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . . . . . . 4
Indemnification . . . . . . . . . . . . . . . 4
</TABLE>
No person has been authorized to give any
information or to make any representations other
than those contained in this Prospectus, and if
given or made, such information or representations
must not be relied upon. This Prospectus does not
constitute an offer to sell or a solicitation to
buy any securities other than registered
securities to which it relates, or an offer to or
a solicitation of any person in any jurisdiction
where such offer or solicitation would be
unlawful. The delivery of this Prospectus at any
time does not imply that the information herein is
correct as of any time subsequent to its date.
___________________________________________________
250,000 SHARES
TCA CABLE TV, INC.
COMMON STOCK
_______________
PROSPECTUS
_______________
July 14, 1995
-6-
<PAGE> 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof: (i)
Annual Report on Form 10-K for the fiscal year ended October 31, 1994; (ii)
Quarterly Report on Form 10-Q for the quarter ended January 31, 1995; (iii)
Quarterly Report on Form 10-Q for the quarter ended April 30, 1995; and (iv)
the description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-1 (No. 2-75516) and Registration Statement on
Form 8-A (No. 2-88892), effective as of March 17, 1984.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Texas corporation and The Texas Business Corporation
Act ("TBCA") empowers a corporation organized thereunder to indemnify its
directors and officers or former directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers.
Reference is made to Article IX and Article VII, Section 8 of the
Company's Articles of Incorporation and Bylaws, respectively, which provide for
indemnification of officers and directors except as to certain circumstances
and except as provided by applicable law.
Additionally, Article XIII of the Company's Articles of Incorporation
limits the liability of directors of the Company to the Company or its
stockholders (in their capacity as directors
II-1
<PAGE> 10
but not in their capacity as officers) to the fullest extent permitted by the
TBCA. The effect of such Article XIII (based on the TBCA as of the date of
this Prospectus) is that the directors of the Company will not be personally
liable for monetary damages for breach of a director's fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for a transaction from which a director received an improper benefit
whether or not the benefit resulted from an action taken within the scope of
the director's office, or (iv) for an act related to an unlawful stock
repurchase or payment of a dividend.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit
Number Description of Exhibit
- -------- ----------------------
4(a) Articles of Incorporation of the Registrant.(1)
4(b) Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4(c) Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4(d) Bylaws of the Registrant.(1)
4(e) Form of Stock Certificate.(1)
5 Opinion of Jackson & Walker, L.L.P.(3)
15 None.
23(a) Consent of Coopers & Lybrand, L.L.P.(3)
23(b) Consent of Jackson & Walker, L.L.P.(4)
24 Power of Attorney.(3)
25 None.
II-2
<PAGE> 11
27 None.
28 None.
99 Amended and Restated Incentive Stock Option Plan.(3)
____________
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982 and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-8, File No. 33-21901 dated as of March 16, 1988,
and incorporated herein by reference.
(3) Filed herewith.
(4) Included in the opinion of Jackson & Walker, L.L.P., filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material change
to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
II-3
<PAGE> 12
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE> 13
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tyler, State of Texas on
the 15th day of May, 1995.
TCA CABLE TV, INC.
(Registrant)
By: /s/ Jimmie F. Taylor
Vice President, Chief Financial
Officer and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below authorizes Robert M. Rogers,
Fred R. Nichols and Jimmie F. Taylor, and each of them, each of whom may act
without joinder of the other, to execute in the name of each such person who is
then an officer or director of the Registrant, and to file any amendments to
this Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Commission, in respect thereof, in connection with the
registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in such Registration
Statement as such attorney may deem appropriate.
II-5
<PAGE> 14
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Robert M. Rogers Chairman of the Board, Chief April 28, 1995
- -------------------------- Executive Officer and Director
Robert M. Rogers (Principal Executive Officer)
/s/ Fred R. Nichols President, Chief Operating April 28, 1995
- -------------------------- Officer and Director
Fred R. Nichols
/s/ Wayne J. McKinney Director April 28, 1995
- --------------------------
Wayne J. McKinney
/s/ Ben R. Fisch, M.D. Director April 28, 1995
- --------------------------
Ben R. Fisch, M.D.
/s/ A. W. Riter, Jr. Director April 28, 1995
- --------------------------
A. W. Riter, Jr.
/s/ James F. Ackerman Director April 28, 1995
- --------------------------
James F. Ackerman
/s/ Kenneth S. Gunter Director April 28, 1995
- --------------------------
Kenneth S. Gunter
/s/ Randall K. Rogers Director April 28, 1995
- --------------------------
Randall K. Rogers
/s/ Jimmie F. Taylor Vice President, Chief April 28, 1995
- -------------------------- Financial Officer and
Jimmie F. Taylor Treasurer (Principal
Accounting and Financial
Officer)
</TABLE>
II-6
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
4(a) Articles of Incorporation of the Registrant.(1) . . . . . . . . . . . . .
4(b) Articles of Amendment to Articles of
Incorporation of the Registrant(2) . . . . . . . . . . . . . . . . . . .
4(c) Articles of Amendment to Articles of
Incorporation of the Registrant(2) . . . . . . . . . . . . . . . . . . .
4(d) Bylaws of the Registrant.(1) . . . . . . . . . . . . . . . . . . . . . .
4(e) Form of Stock Certificate. (1) . . . . . . . . . . . . . . . . . . . . .
5 Opinion of Jackson & Walker, L.L.P(3) . . . . . . . . . . . . . . . . . .
15 None . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23(a) Consent of Coopers & Lybrand, L.L.P(3) . . . . . . . . . . . . . . . . . .
23(b) Consent of Jackson & Walker, L.L.P..(4) . . . . . . . . . . . . . . . . .
24 Power of Attorney(3) . . . . . . . . . . . . . . . . . . . . . . . . . .
25 None . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27 None . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28 None . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99 Amended and Restated Incentive Stock Option Plan(3) . . . . . . . . . . .
</TABLE>
- ---------
(1) Previously filed as an exhibit to the Registrant's
Registration Statement on Form S-1, File No. 2-76516 dated as
of March 16, 1982, and incorporated by reference herein.
(2) Previously filed as an Exhibit to the Registrant's
Registration Statement on Form S-8, File No. 33- 21901 dated
as of May 16, 1988, and incorporated by reference herein.
(3) Filed herewith
(4) Included in the Opinion of Jackson & Walker, L.L.P.,
filed herewith.
<PAGE> 1
EXHIBIT 5
OPINION OF JACKSON & WALKER, L.L.P.
<PAGE> 2
JACKSON & WALKER, L.L.P.
901 MAIN STREET, SUITE 6000
DALLAS, TEXAS 75202-3797
July 14, 1995
TCA Cable TV, Inc.
3015 SSE Loop 323
Tyler, Texas 75713-0489
Re: Registration Statement on Form S-8 of TCA Cable TV, Inc.
Gentlemen:
We are acting as counsel for TCA Cable TV, Inc., a Texas corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of the offering and sale of up to 250,000
additional shares of the Company's Common Stock, par value $0.10 per share (the
"Shares") to be issued upon exercise of options to be granted from time to time
under the Company's Amended and Restated Incentive Stock Option Plan. A
Registration Statement on Form S-8 covering the offering and sale of the Shares
(the "Registration Statement") is expected to be filed with the Securities and
Exchange Commission on or about the date hereof.
In reaching the conclusions expressed in this opinion, we have
examined and relied upon the originals or certified copies of all documents,
certificates and instruments as we have deemed necessary to the opinions
expressed herein, including the Articles of Incorporation, as amended, and the
Bylaws of the Company. In making the foregoing examinations, we have assumed
the genuineness of all signatures on original documents, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all copies submitted to us.
Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the laws of the State of Texas and the
federal laws of the United States of America, it is our opinion that the
Shares, when sold by the Plan in accordance with the terms of the Plan will be
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Jackson & Walker, L.L.P.
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF COOPERS & LYBRAND, L.L.P.
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
TCA Cable TV, Inc. on Form S-8 of our report dated January 20, 1995, on our
audits of the consolidated financial statements and schedules of the Company as
of October 31, 1994 and 1993, and for the three years ended October 31, 1994,
which report is included in the Company's Annual Report on Form 10-K. We also
consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
July 14, 1995
<PAGE> 1
EXHIBIT 99
TCA CABLE TV, INC.
AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
<PAGE> 2
TCA CABLE TV, INC.
AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
ARTICLE I
THE PLAN
1.1 Purpose of Plan. This Amended and Restated Incentive Stock
Option Plan (hereinafter called the "Plan") provides for the granting of
options to certain key employees of TCA Cable TV, Inc. (hereinafter called the
"Company"), a Texas corporation. The purposes of the Plan are to advance the
interests of the Company and its stockholders by encouraging and enabling
selected key employees to acquire and retain a proprietary interest in the
Company by ownership of its stock and to provide an incentive for such
employees to remain in the employ of and to serve the Company. It is intended
that options issued pursuant to Article III shall constitute "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code, as
amended (the "Code").
With respect to employees who are subject to the reporting
requirements of Section 16 of the Securities Exchange Act of 1934, as amended
(hereinafter called the "Act"), transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
Act. To the extent that any provision of the Plan or action by the Committee
(as herein defined) fails to so comply, it shall be deemed null and void to the
extent permitted by law and deemed advisable by the Committee.
1.2 Shares Subject to Plan. There are hereby authorized and
reserved for issuance upon the exercise of options to be granted from time to
time under the Plan (hereinafter called the "Options"), an aggregate of 660,000
shares (hereinafter called the "Plan Shares") of common stock, par value of
$.10 per share (hereinafter called the "Common Shares"), of the Company, which
shares may be in whole or in part, as the Board of Directors of the Company
(hereinafter called the "Board of Directors"), shall from time to time
determine, authorized but unissued Common Shares or issued Common Shares which
shall have been acquired by the Company. If an Option shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares covered thereby shall (unless the Plan shall have been terminated) be
added to the shares otherwise available for Options which may be granted in
accordance with the terms of the Plan.
1.3 Effective Date. The effective date of the Plan, as amended
and restated, shall be March 30, 1995, that is, the date on which it was
approved and adopted by the Board of Directors; provided that any grants to
employees hereunder are conditioned upon approval of the Plan by the
stockholders of the Company; and provided further that no Option may be
exercised unless the Plan is approved by a vote of the majority of the
stockholders of the Company's Common Shares present or represented and entitled
to vote at a meeting of the
<PAGE> 3
stockholders of the Company held within twelve (12) months following the date
of the Plan's adoption by the Board of Directors.
1.4 Eligibility. Any employee of the Company (including officers,
whether or not they are directors) shall be eligible to participate in the
Plan. An optionee may hold more than one Option, but only on the terms and
subject to the restrictions hereafter set forth.
1.5 Payment of Option Price. The Option price shall be paid in
full in cash or with Common Shares of the Company upon the exercise of the
Option.
1.6 Rights as a Stockholder. An optionee or transferee of an
Option shall have no rights as a stockholder with respect to any shares covered
by his Option until the date of issuance of a stock certificate to him for such
shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is
issued.
1.7 Modification, Extension and Renewal of Options. Subject to
the terms and conditions and within the limitations of the Plan, the Committee
(as herein defined) may modify, extend or renew outstanding Options (to the
extent not theretofore exercised) and authorize the granting of new Options in
substitution therefor (to the extent not theretofore exercised). The Committee
shall not, however, modify any outstanding Options so as to specify a lower
price or accept the surrender of outstanding Options and authorize the granting
of new Options in substitution therefor specifying a price. Notwithstanding
the foregoing, however, no modification of an Option shall, without the consent
of the optionee, alter or impair any rights or obligations under any Option
theretofore granted under the Plan.
1.8 Investment Purpose. Each Option under the Plan shall be
granted on the condition that the purchases of shares thereunder shall be for
investment purposes, and not with a view to resale or distribution except that
in the event the shares subject to such Option are registered under the
Securities Act of 1933, as amended (the "Securities Act"), or in the event a
resale of such shares without such registration would otherwise be permissible,
such conditions shall be inoperative if in the opinion of counsel for the
Company such condition is not required under the Securities Act or any other
applicable law, regulation, or rule of any governmental agency.
1.9 Acceleration in Certain Events. The Committee may accelerate
the exercisability of any Option in whole or in part at any time.
Notwithstanding the provisions of any option agreement, the following
provisions shall apply:
(a) Mergers and Reorganizations. If the Company or its
stockholders enter into an agreement to dispose of all or
substantially all of the assets of the Company by means of a sale,
merger, or other reorganization, liquidation or otherwise, all Options
shall become immediately exercisable with respect to the full number
of shares subject to such Options during the period commencing as of
the date of the agreement to dispose of all or substantially all of
the assets or stock of the Company and ending when the disposition of
assets or stock contemplated by that agreement is consummated or the
<PAGE> 4
Options are otherwise terminated in accordance with its provisions or
the provisions of this Plan, whichever occurs first. The Options
shall not become immediately exercisable, however, if the transaction
contemplated in the agreement is a merger or reorganization in which
the Company shall survive and the stockholders of the Company who are
stockholders on the date the Options in question were granted shall
continue to own at least 50% of the total combined voting power of all
classes of stock of the Company after the transaction.
(b) Change in Control. In the event of a change in
control or threatened change in control of the Company, all Options
granted prior to the change in control or threatened change in control
shall become immediately exercisable. The term "change in control"
for purposes of this Section refers to the acquisition of 15% or more
of the voting securities of the Company by any person or by persons
acting as a group within the meaning of Section 13(d)(3) of the Act
(other than an acquisition by (i) a person or group meeting the
requirements of clauses (i) and (ii) of Rule 13d-1(b)(1) promulgated
under the Act or (ii) any employee pension benefit plan (within the
meaning of Section 3(2) of ERISA) of the Company or of its
subsidiaries, including a trust established pursuant to such plan);
provided that no change in control or threatened change in control
shall be deemed to have occurred (i) if prior to the acquisition of,
or offer to acquire, 15% or more of the voting securities of the
Company, the full Board of Directors has adopted by not less than
two-thirds vote a resolution specifically approving such acquisition
or offer or (ii) from (A) a transfer of the Company's voting
securities by a person who is the beneficial owner, directly or
indirectly, of 15% or more of the voting securities of the Company (a
"15 Percent Owner") to (i) a member of such 15 Percent Owner's
immediate family (within the meaning of Rule 16a-1(e) of the Act)
either during such 15 Percent Owner's lifetime or by shall or the laws
of descent and distribution; (ii) any trust as to which such 15
Percent Owner or a member (or members) of his immediate family (within
the meaning of Rule 16a-1(e) of the Act) is the beneficiary; (iii) any
trust as to which such 15 Percent Owner is the settlor with sole power
to revoke; (iv) any entity over which such 15 Percent Owner has the
power, directly or indirectly, to direct or cause the direction of the
management and policies of the entity, whether through the ownership
of voting securities, by contract or otherwise; or (v) any charitable
trust, foundation or corporation under Section 501(c)(3) of the Code
that is funded by such 15 Percent Owner; or (B) the acquisition of
voting securities of the Corporation by either (i) such 15 Percent
Owner or (ii) a person, trust or other entity described in the
foregoing clauses (A)(i)-(v) of this subsection. The term "person"
for purposes of this Section refers to an individual or a corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of
entity not specifically listed herein. Whether a change in control is
threatened shall be determined solely by the Board of Directors.
1.10 Termination of Employment or Death. If an optionee ceases to
be employed by the Company for any reason other than death, an Option shall be
exercisable by the optionee at any time prior to the expiration date of the
Option or within three months (or one year in the case of termination by reason
of disability) after the date of such termination, whichever is earlier, but
only to the extent the optionee had the right to exercise such Option at the
date of
<PAGE> 5
such termination. In the event of death of an optionee while in the employ of
the Company or within three months after termination of employment, his Option
shall be exercisable by the person or persons to whom such optionee's rights
pass by will or by the laws of descent and distribution at any time prior to
the expiration date of the Option or prior to one year after the date of such
death, whichever is earlier, but only to the extent the optionee had the right
to exercise such Option on the date of his death.
ARTICLE II
ADMINISTRATION
2.1 Administration. The Plan shall be administered by a committee
of not fewer than two members of the Board of Directors (the "Committee") and
each member shall be a "disinterested person" within the meaning of Rule 16b-3
under the Act (each hereinafter called a "Committee Member" and collectively
the "Committee Members"). Subject to the provisions of the Plan, the Committee
shall have the sole discretion and authority to determine from time to time the
employees to whom Options shall be granted and the number of Plan Shares
subject to each Option, to interpret the Plan, to prescribe, amend and rescind
any rules and regulations necessary or appropriate for the administration of
the Plan, to determine and interpret the details and provisions of each option
agreement, to modify or amend any option agreement or waive any conditions or
restrictions applicable to any Options (or the exercise thereof), and to make
all other determinations necessary or advisable for the administration of the
Plan. The Board of Directors may from time to time remove members from, or add
members to, the Committee. Vacancies on the Committee, howsoever caused, shall
be filled by the Board of Directors. The Committee shall select one of its
members as Chairman, and shall hold meetings at such times and places as it may
determine. Actions by a majority of the Committee at which a quorum is
present, or actions reduced to or approved in writing by a majority of the
Committee Members, shall be the valid actions of the Committee. No Committee
Member shall be liable for any action or determination made in good faith with
respect to the Plan or any Option granted under it.
2.2 Indemnification of Committee. In addition to such other
rights of indemnification as they may have as directors or Committee Members,
the Committee Members shall be indemnified by the Company against the
reasonable expenses, including attorney's fees actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or
in connection with any appeal therein, to which they or any of the may be a
part by reason of any action taken or failure to act under or in connection
with the Plan or any Option thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the company) or paid any them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such
Committee Member is liable for negligence or misconduct in the performance of
his duties; provided that within 60 days after institution of any such action,
suit or proceeding the Committee Member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.
<PAGE> 6
ARTICLE III
INCENTIVE STOCK OPTIONS
3.1 Terms and Conditions of Options. Each employee receiving
Options pursuant to this Article shall be required to enter into a written
agreement with the Company and such agreement shall comply with and be subject
to the terms and conditions of this Plan.
3.2 Option Price. Each Option granted under this Article shall
state the Option price, which shall not be less than 100% of the fair market
value, as determined by the Committee, of the Common Shares of the Company on
the date of the granting of the Option.
3.3 Term and Exercise of Options. Each Option granted pursuant to
this Article and all rights thereunder shall expire on the date determined by
the Committee, but in no event shall the Option be exercisable after the
expiration of ten years from the date it is granted. During the lifetime of
the optionee, Options granted under this Article shall be exercisable only by
him and shall not be assignable or transferable by him other than by will or
the laws of descent and distribution. In addition, each Option shall be
subject to early termination as provided elsewhere in the Plan.
3.4 Ten Percent Shareholders. Any Option granted pursuant to this
Article to an individual who, at the time the Option is granted, owns shares
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company shall meet the following conditions:
(i) The Option price shall not be less than 110% of the
fair market value, as determined by the Committee, of
the Common Shares of the Company on the date of the
granting of the Option; and
(ii) Such Option shall not be exercisable after the
expiration of five years from the date such Option is
granted.
3.5 Maximum Amount of Options First Exercisable in Any Calendar
Year. The maximum aggregate Fair Market Value of Plan Shares (determined at
the time the Option is granted) with respect to which Options granted under
this Article and under all incentive stock option plans of the Company's
subsidiaries and affiliates are exercisable for the first time by an optionee
during any calendar year may not exceed $100,000. The portion of any Option
which exceeds the foregoing limit shall be deemed granted pursuant to Article
IV.
<PAGE> 7
ARTICLE IV
NONQUALIFIED STOCK OPTIONS
4.1 Terms and Conditions of Options. Each employee receiving
Options pursuant to this Article shall be required to enter into a written
agreement with the Company and such agreement shall comply with and be subject
to the terms and conditions of this Plan.
4.2 Duration of Options. Each Option granted pursuant to this
Article and all rights thereunder shall expire on the date determined by the
Committee, but in no event shall any Option granted under this Article expire
later than 10 years after the date on which the Option is granted. In
addition, each Option shall be subject to early termination as provided
elsewhere in the Plan.
4.3 Option Price. The purchase price for the Plan Shares acquired
pursuant to the exercise, in whole or in part, of any Option granted under this
Article shall be determined by the Committee in its discretion.
ARTICLE V
TERMINATION, AMENDMENT AND ADJUSTMENT
5.1 Term of Plan. The Plan shall terminate on March 29, 2005 and
no Options shall be granted under the Plan thereafter.
5.2 Amendment of the Plan. The Board of Directors of the Company
may, insofar as permitted by law, from time to time, with respect to any shares
at the time not subject to Options, suspend or discontinue the Plan or revise
or amend it in any respect whatsoever; provided that, without shareholder
approval, no amendment or revision may (i) increase the maximum aggregate
number of Plan Shares, except as permitted under Section 5.3, (ii) change the
minimum purchase price for shares or (iii) permit the granting of an Option to
anyone other than as provided in the Plan; and provided further that, without
shareholder approval, no amendment to the Plan shall be effective that
materially increases the benefits accruing to optionees, materially increases
the number of securities that may be issued under the Plan or otherwise
materially modifies the requirements as to eligibility for participation in the
Plan, all within the meaning of Rule 16b-3. Furthermore, the Plan may not,
without the approval of the stockholders, be amended in any manner that will
cause options issued under it to fail to meet the requirements of "incentive
stock options" so defined in Section 422 of the Code.
5.3 Capital Adjustments Affecting Stock. In the event of a
capital adjustment resulting from a stock dividend, stock split,
reorganization, merger, consolidation, or a combination or exchange of shares,
the number of shares of stock subject to this Plan and the number of shares
under option shall be adjusted consistent with such capital adjustment. The
granting of an Option pursuant to this Plan shall not affect in any way the
right or power of the Company to make adjustments, reorganization,
reclassifications, or changes of its capital or
<PAGE> 8
business structure or to merge, consolidate, dissolve, liquidate, or sell or
transfer all or any part of its business assets.
