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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
--------
TCA Cable TV, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
872241 10 4
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (2-95) Page 1 of 6 pages
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CUSIP NO. 872241 10 4 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chieftain Capital Management, Inc.
13-3194313
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
--0--
NUMBER OF -------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,153,625
OWNED BY -------------------------------------------------------------
EACH REPORTING 7 SOLE DISPOSITIVE POWER
PERSON --0--
WITH -------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,153,625
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,153,625
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7%
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12 TYPE OF REPORTING PERSON*
IA, CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 pages
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ITEM 1.
(a) Name of Issuer:
TCA Cable TV, Inc.
(b) Address of Issuer's Principal Executive Offices:
3015 SSE Loop 323
Tyler, Texas 75701
ITEM 2.
(a) Name of Person Filing:
Chieftain Capital Management, Inc.
(b) Address of Principal Business Office or, if none, Residence:
12 East 49th Street
New York, New York 10017
(c) Citizenship:
New York
(d) Title of Class of Securities:
Common Stock, par value $.10 per share
(e) CUSIP Number:
872241 10 4
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) ___ Broker or Dealer registered under Section 15 of
the Act
(b) ___ Bank as defined in section 3(a)(6) of the Act
Page 3 of 6 pages
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(c) ___ Insurance Company as defined in section 3(a)(19)
of the Act
(d) ___ Investment Company registered under section 8 of
the Investment Company Act
(e) X Investment Advisor registered under section 203
of the Investment Advisors Act of 1940
(f) ___ Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) ___ Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ___ Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
ITEM 4. Ownership
(a) Amount Beneficially Owned: 2,153,625
(b) Percent of Class: 8.7%
(c) Number of shares as to which the filing person has:
(i) sole power to vote or to direct the vote:
-0-
(ii) shared power to vote or to direct the vote:
2,153,625
(iii) sole power to dispose or to direct the
disposition of:
-0-
(iv) shared power to dispose or to direct the
disposition of:
2,153,625
Page 4 of 6 pages
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ITEM 5. Ownership of Five Percent or Less of a Class
Not Applicable
ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person
This statement on Schedule 13G is being filed by Chieftain
Capital Management, Inc. ("Chieftain") because Chieftain has
investment discretion with respect to the securities to which
this statement relates. Chieftain's clients are the direct
owners of such securities, and Chieftain does not have any
economic interest in such securities. Such clients have the
sole right to receive dividends from, and the proceeds from
the sale of, such securities. No such client has an interest
that relates to more than 5% of the class.
ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not Applicable
ITEM 8. Identification and Classification of Members of the Group
Not Applicable
ITEM 9. Notice of Dissolution of Group
Not Applicable
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
Page 5 of 6 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 6, 1997
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Date
/s/ John M. Shapiro
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Signature
John M. Shapiro/Managing Director
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Name/Title
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