<PAGE> 1
As filed with the Securities and Exchange Commission on May 8, 1997.
Registration No. 333-_________
================================================================================
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 75701
(Address of principal executive offices)
-----------------
TCA CABLE TV
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the Plan)
-----------------
ROBERT M. ROGERS
3015 SSE Loop 323
Tyler, Texas 75701
(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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price (1) Fee (1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.10 par value 250,000 shares $33.625 $8,406,250 $2,548.00
======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) and 457(h), registration fee is based on a
price of $33.625 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 May
2, 1997.
<PAGE> 2
PROSPECTUS
TCA CABLE TV, INC.
250,000 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of up to 250,000 shares
(the "Shares") of common stock, par value $0.10 per share (the "Common Stock")
of TCA Cable TV, Inc. (the "Company"), issued pursuant to the provisions of the
TCA Cable TV, Inc. Non-Employee Directors' Stock Option Plan (the "Plan").
The Shares may be sold from time to time by the Selling Shareholders
or by permitted transferees. The Common Stock is quoted through the National
Association of Securities Dealers Automated Quotation National Market System
(the "Nasdaq/NMS") under the symbol "TCAT" and may be sold from time to time by
the Selling Shareholders either directly in private transactions, or 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,
at such prices and upon such terms as may be obtainable. On May 2, 1997, the
last reported sale price of the Common Stock, as reported on the Nasdaq/NMS,
was $34.25.
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 Company will not receive any of the proceeds
from the sales by the Selling Shareholders.
No underwriter is being utilized in connection with this offering.
The Company will pay all expenses incurred within this offering. The expenses
incurred in connection with Offering are estimated to be approximately $5,000.
-----------------
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 May 8, 1997.
<PAGE> 3
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 Commission's Chicago Regional office located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and at the Commission's New York Regional office located
at 7 World Trade Center, Room 1300, New York, New York 10048. Copies of such
material may also 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. Additionally, the Commission maintains a website
(http://www.sec.gov) that contains reports, proxy statements and information
statements and other information regarding registrants that file electronically
with the Commission. The Common Stock is listed on the Nasdaq/NMS. Reports,
proxy statements and other information concerning the Company can be inspected
at the offices of the Nasdaq/NMS.
The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form S-8 (the "Registration Statement") in connection
with the offer and sale of the Common Stock offered hereby under the Securities
Act. This Prospectus does not contain all of the information set forth or
incorporated by reference in the Registration Statement and the exhibits
thereto. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement and the exhibits
thereto. Copies of the Registration Statement are available from the
Commission. Statements contained in this Prospectus concerning the provisions
of documents filed with the Registration Statement are necessarily summaries of
such documents, and each statement is qualified in its entirety by reference to
the copy of the applicable document filed with the Commission.
The Company's principal executive offices are located at 3015 SSE Loop
323, Tyler, Texas 75701 and its 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 of the Company on Form 10-K for the year ended
October 31, 1996 (the "Annual Report");
(ii) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year covered
by the documents referred to in the Annual Report; and
2
<PAGE> 4
(iii) 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 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 Karen L. Garrett, 3015 S.S.E. Loop 323, Tyler, Texas 75701,
telephone number (903) 595-3701.
SELLING SHAREHOLDERS
This Prospectus covers the offer and resale of Shares issued to
certain Shareholders pursuant to the Plan.
The table below sets forth information concerning the Common Stock
owned by the following Selling Shareholders, none of whom has, or within the
past three years has had, any position, office or other material relationship
with the Company or any of its predecessors or affiliates:
<TABLE>
<CAPTION>
OWNERSHIP OF COMMON STOCK AMOUNT AND
COMMON STOCK PRIOR OFFERED FOR SELLING PERCENTAGE OF CLASS
NAME TO OFFERING SHAREHOLDERS AFTER OFFERING(1)
---- ----------- ------------ -----------------
<S> <C> <C> <C>
James F. Ackerman 15,000 5,000 10,000
Director
Ben R. Fisch, M.D. 671,180 5,000 666,180
Director
Kenneth S. Gunter(3) 10,500 5,000 5,500
Director
A.W. Riter, Jr.(4) 684,940 5,000 679,940
Director
Fred W. Smith(2) 15,000 5,000 10,000
Director
- ----------------------------
</TABLE>
3
<PAGE> 5
* Indicates shares held are less than 1% of class.
(1) Based on 24,831,444 shares of Common Stock outstanding on May 7, 1997.
(2) Shares are owned by a trust for which Mr. Smith is a Co-Trustee.
(3) Shares are owned by a trust for which Mr. Gunter is Trustee.
(4) Includes 42,480 shares owned by various trusts for which Mr. Riter is
a Co-Trustee and 80,000 shares owned by a family partnership of which
a trust controlled by Mr. Riter is the sole general partner.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock hereby.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by any of the Selling
Shareholders, or permitted transferees. The Shares 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
Shareholders or such permitted transferees or from the purchasers of the Shares
for whom they may act as agent, (iv) the writing of options on the Shares, (v)
the pledge of the Shares as security for any loan or obligation, including
pledges to brokers or dealers who may, from time to time, themselves effect
distributions of the Shares 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 Shares 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, including
the Nasdaq/NMS, or in 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 Shareholders or such successors in interest, and any
underwriters, brokers, dealers or agents that participate in the distribution
of the Shares, may be deemed to be "underwriters" within the meaning of the
Securities Act, and any profit on the sale of the Shares 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 expenses incident to the offering and sale of
the Shares to the public and all underwriting discounts or commissions,
brokers' fees and the fees and expenses of any counsel to the Selling
Shareholders related thereto.
4
<PAGE> 6
In the event of a material change in the plan of distribution
disclosed in this Prospectus, the Selling Shareholders will not be able to
effect transactions in the Shares pursuant to this Prospectus until such time
as a post-effective amendment to the Registration Statement is filed with, and
declared effective by, the Commission.
LEGAL MATTERS
Certain legal matters in connection with 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 consolidated balance sheets as of October 31, 1996 and 1995 and
the consolidated statements of operations, changes in shareholders' equity, and
cash flows for each of the three years in the period ended October 31, 1996,
appearing in the Company's Annual Report on Form 10-K, incorporated by
reference in this prospectus, have been incorporated herein in reliance on the
report, which includes an explanatory paragraph describing the change in the
method of accounting for income taxes in 1994, of Coopers & Lybrand L.L.P.,
independent accountants, 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 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
5
<PAGE> 7
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.
6
<PAGE> 8
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.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . 2
Incorporation by Reference . . . . . . . . . 2
Selling Shareholders . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . . . 5
Indemnification . . . . . . . . . . . . . . . 5
</TABLE>
================================================================================
250,000 Shares
Common Stock
TCA CABLE TV, INC.
May 8, 1997
7
<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
TCA Cable TV, Inc. (the "Company"), are incorporated herein by reference and
made a part hereof:
(i) Annual Report of the Company on Form 10-K for the year ended
October 31, 1996 (the "Annual Report");
(ii) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year covered
by the documents referred to in the Annual Report; and
(iii) 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 Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all of the Common Stock offered hereunder has been sold or which
deregisters all of such Common Stock then remaining unsold, 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 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.
-1-
<PAGE> 10
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 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 Registration Statement)
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.
-2-
<PAGE> 11
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<S> <C>
4.1 Articles of Incorporation of the Company.(1)
4.2 Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4.3 Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4.4 Bylaws of the Registrant.(1)
4.5 Form of Stock Certificate.(1)
5 Opinion of Jackson & Walker, L.L.P.(4)
15 None.
23.1 Consent of Coopers & Lybrand, L.L.P.(4)
23.3 Consent of Jackson & Walker, L.L.P. (included in the opinion
of Jackson & Walker, L.L.P. filed as Exhibit 5).(4)
24 Power of Attorney (included in Part II hereof).(4)
99 TCA Cable TV, Inc. Non-Employee Directors' 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 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 May 16, 1988, and
incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's Definitive Proxy
Materials dated as of February 24, 1997, and incorporated herein by
reference.
(4) 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:
-3-
<PAGE> 12
(i) To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933, as amended;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 Company pursuant
to Section 13 or Section 15(d) of the Exchange Act of 1934, as amended, that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended, 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act of 1934, as amended, 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, as amended, 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
-4-
<PAGE> 13
as expressed in the Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
-5-
<PAGE> 14
SIGNATURES
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-3 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 8th day of May, 1997.
TCA CABLE TV, INC.
By: /s/ Jimmie F. Taylor
-----------------------------------
Jimmie F. Taylor, Vice President,
Chief Financial Officer and
Treasurer
(Principal Accounting and
Financial Officer)
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.
<PAGE> 15
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 May 8, 1997
- ------------------------- Executive Officer and Director
Robert M. Rogers (Principal Executive Officer)
/s/ Fred R. Nichols President, Chief Operating May 8, 1997
- ------------------------- Officer and Director
Fred R. Nichols
/s/ Jimmie F. Taylor Vice President, Chief Financial Officer May 8, 1997
- ------------------------- and Treasurer
Jimmie F. Taylor (Principal Accounting and Financial
Officer)
/s/ Fred W. Smith Director May 8, 1997
- -------------------------
Fred W. Smith
/s/ Wayne J. McKinney Director May 8, 1997
- -------------------------
Wayne J. McKinney
/s/ Ben R. Fisch, M.D. Director May 8, 1997
- -------------------------
Ben R. Fisch, M.D.
/s/ Kenneth S. Gunter Director May 8, 1997
- -------------------------
Kenneth S. Gunter
/s/ Randall K. Rogers Director May 8, 1997
- -------------------------
Randall K. Rogers
/s/ A. W. Riter, Jr. Director May 8, 1997
- -------------------------
A. W. Riter, Jr.
/s/ James F. Ackerman Director May 8, 1997
- -------------------------
James F. Ackerman
</TABLE>
-7-
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
4.1 Articles of Incorporation of the Company.(1)
4.2 Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4.3 Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4.4 Bylaws of the Registrant.(1)
4.5 Form of Stock Certificate.(1)
5 Opinion of Jackson & Walker, L.L.P.(4)
15 None.
23.1 Consent of Coopers & Lybrand, L.L.P.(4)
23.3 Consent of Jackson & Walker, L.L.P. (included in the opinion
of Jackson & Walker, L.L.P. filed as Exhibit 5).(4)
24 Power of Attorney (included in Part II hereof).(4)
99 TCA Cable TV, Inc. Non-Employee Directors' 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 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 May 16, 1988, and incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's Definitive
Proxy Materials dated as of February 24, 1997, and
incorporated herein by reference.
(4) Filed herewith.
<PAGE> 1
EXHIBIT 5
May 8, 1997
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
shares of the Company's Common Stock, par value $0.10 per share (the "Shares")
by certain Selling Shareholders. The Selling Shareholders acquired the Shares
pursuant to the TCA Cable TV, Inc. Non-Employee Directors' Stock Option Plan
(the "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 and a copy of the Plan. 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 Selling Shareholders 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 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of TCA Cable TV, Inc. ("the Company") on Form S-8 of our
report, which includes an explanatory paragraph describing the change
in the method of accounting for income taxes in 1994, dated January
17, 1997, on our audits of the consolidated financial statements of
the Company as of October 31, 1996 and 1995, and for the three years
in the period ended October 31, 1996, 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."
Coopers & Lybrand L.L.P.
Dallas, Texas
May 7, 1997
