<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 /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TCA CABLE TV, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the 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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part 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, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
TCA CABLE TV, INC.
March 1, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
TCA Cable TV, Inc. scheduled to be held on March 28, 1996, at Willow Brook
Country Club, 3205 W. Erwin, 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 nine 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,
/s/ ROBERT M. ROGERS
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 28, 1996
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
28, 1996, at 3:30 p.m. at Willow Brook Country Club, 3205 W. Erwin, Tyler,
Texas, for the following purposes:
(1) To elect nine 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; and
(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 20, 1996, 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 20, 1996, 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,
/s/ KAREN L. GARRETT
KAREN L. GARRETT,
Corporate Secretary
Tyler, Texas
March 1, 1996
<PAGE> 4
TCA CABLE TV, INC.
3015 SSE LOOP 323
TYLER, TEXAS 75701
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 28, 1996
------------------
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 28, 1996, 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 1, 1996.
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. If
notice of revocation is not received prior to such time, a shareholder may
nevertheless revoke a proxy if he attends the Annual Meeting and desires to vote
in person.
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 20, 1996, are
entitled to notice of, and to vote at, the Annual Meeting. At February 20, 1996,
there were approximately 24,578,009 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.
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.
<PAGE> 5
BENEFICIAL OWNERSHIP
The following table sets forth as of January 6, 1996, 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 director of the Company, the Company's Named Executive Officers (as
herein defined), and the executive officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
TITLE OF BENEFICIAL OF
BENEFICIAL OWNER CLASS OWNERSHIP(1) CLASS(2)
- -------------------------- ------------- ------------ --------
<S> <C> <C> <C>
Robert M. Rogers Common Stock 5,040,294(3) 20.5%
3015 SSE Loop 323
Tyler, TX 75701
Louise H. Rogers Common Stock 3,145,501(4) 12.8
2512 Alta Mira
Tyler, TX 75701
Putnam Investments, Inc. Common Stock 1,563,318(5) 6.4
One Post Office Square
Boston, MA 02109
The Capital Group Common Stock 1,519,400(6) 6.2
Companies, Inc.
333 South Hope Street
Los Angeles, CA 90071
A. W. Riter, Jr. Common Stock 686,020(7) 2.8
Ben R. Fisch, M.D. Common Stock 667,180 2.7
Fred R. Nichols Common Stock 53,868(8)(9) *
Wayne J. McKinney Common Stock 183,615(10) *
James F. Ackerman Common Stock 10,000 *
Kenneth S. Gunter Common Stock 5,500 *
Randall K. Rogers Common Stock 126,120(11)(12) *
Fred W. Smith Common Stock -0-(13)
Directors and executive
officers as a group
(twelve persons) Common Stock 6,760,608(14) 27.5%
</TABLE>
- ---------------
* Less than 1.0%
(1) "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.
(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 6, 1996, plus the number of shares, if any, for
which options held by such person or group are exercisable within 60 days.
2
<PAGE> 6
(3) Includes 120,000 shares owned by The Rogers Foundation, Inc., a private
charitable foundation of which Mr. Robert M. Rogers is President. Also
includes 900,000 shares owned by Rogers Venture Enterprises, Inc., a
corporation wholly owned by Mr. Robert M. Rogers and Louise H. Rogers.
Subsequent to January 6, 1996, Rogers Venture Enterprises, Inc. sold
100,000 shares.
(4) Does not include 900,000 shares owned by Rogers Venture Enterprises, Inc.,
a corporation owned 50% by Louise H. Rogers and 50% by Robert M. Rogers.
Subsequent to January 6, 1996, Rogers Venture Enterprises, Inc. sold
100,000 shares. Ms. Rogers disclaims beneficial ownership of such shares.
Includes 15,000 shares owned by Ms. Rogers' spouse.
(5) As indicated on Schedule 13-G dated January 23, 1996, certain Putnam
investment managers (together with their parent corporations, Putnam
Investments, Inc. and Marsh & McLennan Companies, Inc.), are considered
"beneficial owners" in the aggregate of 1,563,318 shares, or 6.4% 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) As indicated on Schedule 13-G dated February 9, 1996, Capital Guardian
Trust Company and Capital Research and Management Company, operating
subsidiaries of The Capital Group Companies, Inc., exercised as of December
29, 1995, investment discretion with respect to 979,400 and 540,000 shares,
respectively, or a combined total of 6.2% of outstanding stock which was
owned by various institutional investors.
(7) Includes 39,560 shares owned by various trusts of which Mr. Riter is
Co-trustee, and 40,000 shares owned by a family partnership of which a
trust controlled by Mr. Riter is the sole general partner.
(8) Includes 30,000 shares covered by currently exercisable options granted
under the Company's Amended and Restated Incentive Stock Option Plan.
(9) Includes 350 shares owned by Mr. Nichols' daughter who resides with him.
(10) Includes 60,937 shares owned by various trusts of which Mr. McKinney's
spouse is a trustee.
(11) Includes 1,500 shares covered by currently exercisable options granted
under the Company's Amended and Restated Incentive Stock Option Plan.
(12) Includes 59,200 shares owned by The Rogers Family Trust of which Mr.
Randall K. Rogers is a Trustee.
(13) Subsequent to January 6, 1996, a trust for which Mr. Smith is a Co-trustee
purchased 10,000 shares.
(14) Includes 42,750 shares covered by currently exercisable options granted
under the Company's Amended and Restated Incentive Stock Option Plan. See
also notes 3, 7, 9, 10, 12 and 13.
3
<PAGE> 7
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTORS
Nine 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.
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE POSITION HELD AGE SINCE
--------------------------------------------- --------------------------- --- --------
<S> <C> <C> <C>
Robert M. Rogers............................. Chairman of the Board of 69 1981
Directors and Chief
Executive Officer
Fred R. Nichols.............................. President, Chief Operating 49 1981
Officer and Director
Wayne J. McKinney(2)......................... Director 64 1981
Ben R. Fisch, M.D.(1)........................ Director 70 1981
A.W. Riter, Jr.(1)........................... Director 71 1981
James F. Ackerman(2)......................... Director 71 1981
Kenneth S. Gunter(2)......................... Director 62 1984
Randall K. Rogers............................ Director 36 1989
Fred W. Smith................................ Director 62 1995
</TABLE>
- ---------------
(1) 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, excluding VPI Communications, Inc., 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. Mr. Rogers is an officer,
director and shareholder of the two systems for which corporations affiliated
with the Company provide general management services. He is a member of the
cable television Pioneers' Club.
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 to 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 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. Mr. Nichols is
currently Chairman of the Cable Telecommunications Association (CATA), a trade
association of the cable industry. He is also on the Board of Directors of
C-SPAN, a CATV network.
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
4
<PAGE> 8
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. Mr. McKinney has been a
member of the cable television Pioneers' Club since 1979, and is a Charter and
Senior Member of the Society of Cable Telecommunications Engineers.
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 Senior Chairman of the Board of Directors of
NCNB Texas -- Tyler, Texas (successor to First RepublicBank Tyler), on September
30, 1988. He had served as Chairman and Chief Executive Officer until June 30,
1988 and 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 has been President of Cardinal Ventures, LLC in
Indianapolis, Indiana since July 1993. Cardinal Ventures, LLC is an equity
investor in small businesses. Mr. Ackerman had been President of Jim Ackerman
and Associates, Inc., a financial consulting firm to the cable television
industry from October 1984 to December 31, 1994. 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 had held from 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 cable television Pioneers' Club.
Since October 1993, Kenneth S. Gunter has been Chairman and CEO of MT
Associates, Inc., San Angelo, Texas, a broadband communications design and
construction contractor. Since 1958, he has served as a senior officer and
director of several publicly-held cable television multiple system operators,
including International Cablevision Corporation, Columbia Cable Systems, Inc.,
UA-Columbia Cablevision, Inc., Rogers-UA Cablesystems, Inc. and United Artists
Communications, Inc. He is a past director of the National Cable Television
Association, a Senior Member and past officer and director of the Society of
Cable Telecommunications Engineers and a member of the cable television
Pioneers' Club.
Randall K. Rogers has been with TCA since 1983, previously serving as
general 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.
Fred W. Smith was appointed to a vacancy on the Board of Directors at the
December 13, 1995 board meeting. Mr. Smith is Chairman of the Donald W. Reynolds
Foundation, one of the thirty largest private charitable foundations in the
United States having served in such capacity since 1990. Mr. Smith's entire
business career has been with the Donrey Media Group, which he joined in 1951.
He served in various capacities until 1993 when he retired as the company's
President and Chief Executive Officer.
The Board of Directors held four meetings during fiscal 1995. The Board of
Directors has two standing committees -- the Audit Committee and the
Compensation and Stock Option 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 two times during fiscal 1995.
The Compensation and Stock Option Committee met twice during 1995. The
functions performed by this committee include: reviewing and recommending the
Company's executive salary structure; reviewing the
5
<PAGE> 9
Company's Amended and Restated 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 1995, each director attended all meetings of the Board of Directors
and respective committees on which he served.
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 Company's four other most highly compensated executive
officers (collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL ------------
COMPENSATION NUMBER OF
---------------- SECURITIES ALL OTHER
NAME AND FISCAL SALARY UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR ($) OPTIONS/SARS ($)(2)
- ---------------------------------------------------- ------ ------- ------------ ------------
<S> <C> <C> <C> <C>
Robert M. Rogers, 1995 192,422(1) -- 5,713
Chairman of the Board and 1994 191,250(1) -- 5,572(3)
Chief Executive Officer 1993 176,482(1) -- 5,234
Fred R. Nichols 1995 203,958(1) -- 6,532
President, Chief Operating 1994 186,566(1) 25,000 5,885(4)
Officer and Director 1993 170,885(1) 10,000 5,067
Melvin R. Jenschke 1995 105,209 2,500 3,421
Vice President -- 1994 97,744 4,000 3,174
Engineering 1993 92,712 3,000 2,781
Jimmie F. Taylor 1995 100,698 2,500 3,115
Vice President, Chief 1994 96,217 4,000 2,972
Financial Officer and Treasurer 1993 92,204 3,000 2,766
Jerry P. Yandell 1995 101,697 2,500 3,465
Vice President -- Operations 1994 96,854 4,000 3,664
1993 93,064 3,000 2,792
</TABLE>
- ---------------
(1) Includes director's fees paid.
(2) Consists solely of (i) Company contributions under the Company's Deferred
Savings and Retirement Plan, and (ii) premiums paid on term life insurance
policies for the executives' benefit.
(3) Additionally, effective September 1, 1994, Mr. Rogers was granted incentive
options to purchase 10,000 shares of Class A Common Stock of TCA
Communications, Inc. ("TCA Communications") at an exercise price of $7.93
per share, which was the per share fair market value of such shares at the
date of grant as determined by the Board of Directors of TCA
Communications. A wholly-owned subsidiary of the Company owns a 50% equity
interest in TCA Communications.
(4) Additionally, effective September 1, 1994, Mr. Nichols was granted
incentive options to purchase 15,000 shares of Class A Common Stock of TCA
Communications at an exercise price of $7.93 per share.
6
<PAGE> 10
OPTION GRANTS DURING 1995 FISCAL YEAR
The following table provides information related to options granted to the
Named Executive Officers during fiscal 1995.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED
------------------------------------------------------------ ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ----------------
NAME GRANTED(#)(2) FISCAL YEAR ($/SH)(3) DATE 5% 10%
- -------------------------------------- ------------ ------------ ------------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Robert M. Rogers.......... -- -- -- -- -- --
Fred R. Nichols........... -- -- -- -- -- --
Melvin R. Jenschke........ 2,500(4) 3.7 25.00 June 6, 2002 25,444 59,295
Jimmie F. Taylor.......... 2,500(4) 3.7 25.00 June 6, 2002 25,444 59,295
Jerry P. Yandell.......... 2,500(4) 3.7 25.00 June 6, 2002 25,444 59,295
</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
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 Compensation
and Stock Option Committee in its discretion.
(4) Options become exercisable with respect to 25% of the shares covered thereby
on each of June 6, 1996, 1997, 1998 and 1999. The exercise price was equal
to the fair market value of the Common Stock on the date of grant.
OPTION/SAR EXERCISES DURING 1995 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 1995 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($)(1)
ON EXERCISE REALIZED ---------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert M. Rogers.......... -- -- -- -- -- --
Fred R. Nichols........... -- -- 21,250 23,750 185,056 128,869
Melvin R. Jenschke........ 8,500 99,110 1,000 7,000 4,505 38,410
Jimmie F. Taylor.......... 6,000 72,360 2,500 7,000 17,825 38,410
Jerry P. Yandell.......... 3,000 37,110 2,500 7,000 17,825 38,410
</TABLE>
- ---------------
(1) The closing price for the Company's Common Stock as reported by Nasdaq on
October 31, 1995 was $29.63. Value is calculated on the basis of the
difference between the option exercise price and $29.63 multiplied by the
number of shares of Common Stock underlying the option.
7
<PAGE> 11
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of Messrs.
Nichols, Jenschke, Taylor and Yandell (the "Employment Agreements") that, among
other things, provide for salary and benefits under both the Employment
Agreement and upon termination. Under the Employment Agreements, the Company may
terminate the employment of each employee with or without cause or upon the
death or disability of the employee. The employee may terminate his employment
upon ninety (90) days notice without cause or in the event the Company demotes
the employee or decreases the employee's salary or benefits and perquisites
below the level provided in the Employment Agreement (a "Constructive
Termination"). Absent a change of control, (i) in the event that an employee's
employment is terminated by the Company for cause or by the employee other than
pursuant to a Constructive Termination, the employee is compensated through the
date of termination, (ii) in the event that the employee's employment is
terminated by the Company without cause or by the employee following a
Constructive Termination, the employee is entitled to receive base salary for 90
days following termination and (iii) in the event of the termination of an
employee's employment because of disability, the employee is entitled to receive
his base salary for a period of 180 days following termination. The Employment
Agreements provide that in the event the employee is terminated by the Company
for any reason following a change of control or the employee terminates his
employment due to a Constructive Termination following a change of control, the
employee shall be entitled to receive an amount of cash equal to 2.99 times the
employee's average annual compensation during the previous five full taxable
years and insurance benefits substantially similar to those received immediately
prior to termination for the employee and his immediate family. The Company is
also obligated to pay legal fees and expenses incurred by the employee to
enforce the change of control provision. Additionally, the Employment Agreements
contain a covenant not to divulge confidential information about the Company and
a covenant not to compete with the Company for a period of one year following
termination.
COMPENSATION OF DIRECTORS
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, Gunter and Smith 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, James F. Ackerman and Wayne J.
McKinney. In determining the compensation to be paid to the Company's executive
officers in fiscal 1995, 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 index
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
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Committee considers the Company's performance in terms of stock price, earnings
and cash flow. Earnings and cash flow increased during fiscal 1993, 1994 and
1995. The stock price increased in 1993, decreased in 1994 and increased in
1995. 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. Exercise prices for all stock option grants are made
at the fair market value of the Company's Common Stock on the dates granted.
When making stock option awards to executive officers, the Committee bases the
size of the awards on the foregoing factors. In determining the amount of
options granted, the Committee considers the amount and terms of options already
held.
The Committee increased the CEO's salary approximately $6,000 to
approximately $190,000 in fiscal 1995. The Committee set the fiscal 1995
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. Earnings
and cash flow increased in fiscal 1993, 1994 and 1995. The stock price increased
in 1993, decreased in 1994 and increased in 1995. 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
1995 compensation was based in part on the Company's 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 1995. The current CEO is a major shareholder of the Company. The
Committee believes, therefore, that the CEO's interests are strongly tied to the
Company's stock performance and did not grant a stock option during fiscal 1995
to the current CEO.
This report is submitted by the members of the Compensation and Stock
Option Committee:
Kenneth S. Gunter, Chairman
James F. Ackerman
Wayne J. McKinney
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation and Stock Option Committee are Kenneth S.
Gunter, James F. Ackerman and Wayne J. McKinney. None of these individuals was
an officer or employee of the Company during fiscal 1995. 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, 1995 with the cumulative total return on (i) the S&P 500
Index and (ii) peer group consisting of businesses engaged in the cable
television industry selected by the Company for use in this proxy statement
("Peer Group"). The comparison assumes $100 was invested on October 31, 1990 in
the Company's Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends.
The businesses included in the 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
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each component issuer in the foregoing group have been weighted according to the
respective issuer's stock market capitalization.
TOTAL SHAREHOLDER RETURNS
<TABLE>
<S> <C> <C> <C> <C>
S&P 500 TCA CABLE TV
COMPANY/INDEX COMPOSITE INC PEER GROUP
OCT-90 100 100 100
OCT-91 133.50 176.08 186.42
OCT-92 146.79 189.21 188.79
OCT-93 168.72 300.53 353.38
OCT-94 175.25 246.11 272.09
OCT-95 221.58 316.14 282.73
</TABLE>
CERTAIN TRANSACTIONS
Rogers Venture Enterprises, Inc., a corporation owned 50% by Robert M.
Rogers, Chairman of the Board and Chief Executive Officer of the Company, owns
the building in which the Company's principal executive offices are located. The
Company currently pays $26,542.92 per month for its lease, 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 1995 were $318,515.
During fiscal 1995, the Company paid $4,603,694 to Media Technologies, Ltd.
for distribution system construction services. Media Technologies, Ltd. is a
limited partnership in which Kenneth S. Gunter beneficially owns a 60% equity
interest and the Company beneficially owns a 40% equity interest.
SECTION 16 REQUIREMENTS
Section 16(a) of the Exchange Act 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 1995, 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 Louise H.
Rogers filed one Form 4 late and Wayne J. McKinney filed amendments to seven
previously filed Form 4's reporting transfers to family trusts.
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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's principal auditors are Coopers & Lybrand, LLP. 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 Exchange Act. For such proposals to be considered for inclusion in the
Proxy Statement and Proxy relating to the 1997 Annual Meeting of Shareholders
such proposals must be received by the Company not later than November 1, 1996.
Such proposals should be directed to TCA Cable TV, Inc., Corporate Secretary,
P.O. Box 130489, Tyler, Texas 75713-0489.
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, 1995, 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.
ORDER OF THE BOARD OF DIRECTORS,
/s/ KAREN L. GARRETT
KAREN L. GARRETT
Corporate Secretary
Tyler, Texas
March 1, 1996
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FORM OF PROXY
TCA CABLE TV, INC.
PROXY--ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Robert M. Rogers and Fred R. Nichols, or
either of them, with full power of substitution, as Proxies to vote, as
designated below, all stock of TCA Cable TV, Inc. owned by the undersigned at
the Annual Meeting of Shareholders to be held at Willow Brook Country Club,
3205 W. Erwin, Tyler, Texas on Thursday, March 28, 1996, at 3:30 p.m., local
time, upon such business as may properly come before the meeting, or any
adjournment thereof, including the following:
<TABLE>
<S> <C> <C>
(1) Election of Directors: [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below). below.
</TABLE>
JAMES F. ACKERMAN, BEN R. FISCH, M.D., KENNETH S. GUNTER, WAYNE J. MCKINNEY,
FRED R. NICHOLS, A.W. RITER, JR., RANDALL K. ROGERS, ROBERT M. ROGERS,
FRED W. SMITH
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW:)
-------------------------------------------------------------------------
(2) In their discretion on any other matter that may properly come before
the meeting or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NINE NOMINEES FOR DIRECTOR, AND AT THE
DISCRETION OF THE PROXY HOLDERS WITH REGARD TO ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
(Continued, and to be signed and dated, on reverse side)
(Side 1)
<PAGE> 16
FORM OF PROXY
(Continued from other side)
Dated:_________________________, 1996 ___________________________
Signature
No. of shares:_________________ ___________________________
(Signature if held jointly)
Please date, sign and mail
promptly this proxy in the
enclosed envelope.
Where there is more than one
owner, each should sign. When
signing as an attorney,
administrator, executor,
guardian or trustee, please add
your title as such. If executed
by a corporation, the proxy
should be signed by a duly
authorized officer. If executed
by a partnership, please sign
in the partnership name by an
authorized person.
THIS PROXY MAY BE REVOKED PRIOR TO THE EXERCISE OF THE POWERS CONFERRED BY THE
PROXY.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
(Side 2)
