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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No ______)*
TCA CABLE TV, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.10 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
87224110-4
----------------------------------------
(CUSIP Number)
Jeffrey C. Kanaly
Kanaly Trust Company, 4550 Post Oak Place Drive, Houston, Texas 77027
(713) 626-9483
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 7, 1997
----------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Fee No Longer Required.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 87224110-4 PAGE 2 OF X PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Estate of Robert M. Rogers, Deceased
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
3,779,594
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 800,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
3,779,594
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
800,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,579,594
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.4
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
00
- ------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the Common Stock, par value $0.10 per share ("Securities") of TCA
CABLE TV, INC. (the "Issuer"), a Texas corporation, with principal offices
located at 3015 SSE Loop 323, Tyler, Texas 75701.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Kanaly Trust Company on behalf of the
Estate of Robert M. Rogers, Deceased ("Estate"). Mr. Rogers was Chairman of the
Board, director and shareholder of the Issuer prior to his death on September
18, 1997. Kanaly Trust Company ("Kanaly Trust") received letters testamentary
as executor of the Estate on October 7, 1997.
(b ) and (c) Kanaly Trust was organized as a trust company under the
laws of the State of Texas. The principal business of Kanaly Trust is to serve
as trustee, executor, administrator, or guardian when designated by any person,
corporation or court to do so and as agent for the performance of any lawful
act, and, in such capacity, it is serving as the executor of the Estate. The
address of the principal business and office of Kanaly Trust is 4550 Post Oak
Place Drive, Houston, Texas 77027.
For information required by instruction C to Schedule 13D concerning the
controlling shareholder, directors and executive officers of Kanaly Trust
(collectively, "Covered Persons"), reference is made to Schedule A attached
hereto and incorporated herein by reference.
(d) Neither the Estate, Kanaly Trust, nor, to the best knowledge of Kanaly
Trust, any Covered Person, has been convicted in a criminal proceeding in the
past five years (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither the Estate, Kanaly Trust, nor, to
the best knowledge of Kanaly Trust, any Covered Person, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws of finding any violation with
respect to such laws.
(f) Reference is made to Schedule A hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Kanaly Trust acquired the Securities pursuant to letters testamentary
issued on October 7, 1997 in accordance with the terms and conditions of the
Last Will and Testament of Robert M. Rogers ("Will"). As executor of the
Estate, Kanaly Trust gave no consideration in exchange for acquisition of the
Securities.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
Kanaly Trust is charged with marshaling the assets, including the
Securities, properly included in the Estate, managing such assets until
distribution, satisfying the obligations of the deceased and the Estate, and
distributing the assets in accordance with the directions of the Will.
Kanaly Trust does not intend to seek control of the Issuer or participate
in the management of the Issuer. Kanaly Trust, acting as executor of the
Estate, will continuously assess the Issuer's business, financial condition,
results of operations, general economic conditions, the securities markets in
general and those for the Issuer's securities in particular, as well as the
objectives and diversification requirements of its fiduciary duties to
beneficiaries under the Will. Depending on such assessments, Kanaly Trust may
determine to sell or otherwise dispose of all or some of its holdings of
Securities.
With respect to voting of the Securities, Kanaly Trust has sole voting
power over the Securities in the Estate, until such Securities are distributed
to certain beneficiaries. The Will provides that an aggregate of 67,300
Securities are bequeathed to individual beneficiaries. Kanaly Trust does not
expect to exercise any voting rights with respect to the Securities which will
be transferred to named beneficiaries.
In addition to the Securities in the Estate, property of the Estate
includes, among other property, the following:
(i) ownership of 50% of the shares of a corporation which holds 800,000
shares of Securities ("Corporate Shareholder"). Kanaly Trust does not
anticipate that it will participate in any decision by the Corporate Shareholder
regarding the acquisition, disposition, holding or voting of the Securities
owned by the Corporate Shareholder;
(ii) an option for 3,635 shares of Securities, which option may be
exercised in whole or in part for a price per share of $30.25 at any time
through September 17, 1998;
(iii) an option for 3,635 shares of Securities, which option may be
exercised in whole or in part for a price per share of $30.25 from and after
December 13, 1997 through September 17, 1998;
(iv) an option for 1,365 shares of Securities, which option may be
exercised in whole or in part for a price per share of $27.50 at any time
through September 17, 1998; and
(v) an option for 1,365 shares of Securities, which option may be
exercised in whole or in part for a price per share of $27.50 from and after
December 13, 1997 through September 17, 1998.
Other than as described above, neither the Estate nor Kanaly Trust nor any
of the Covered Persons has any present plans or proposals which relate to or
would result in any transaction, change or event specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Estate beneficially owns 4,579,594 shares, or 18.4% of the outstanding
shares of common stock of the Issuer, a figure which includes 10,000 shares
which may be acquired pursuant to options. The Securities may be voted by Kanaly
Trust, who also possesses investment power over such Securities.
During the last 60 days, there have been no transactions by the Estate in
the Securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Will, which has been admitted to probate, requires Kanaly Trust to
offer Securities to the Issuer prior to any sale of the Securities. The article
of the Will which provides the option for the Issuer is attached hereto as
Exhibit 99 (C).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99(A), Exhibit 99(B) and Exhibit 99(C) are attached hereto.
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.
Dated: October 17, 1997
KANALY TRUST COMPANY
By: /s/ JEFFREY C. KANALY
------------------------------------------
Jeffrey C. Kanaly, Vice Chairman
<PAGE>
SCHEDULE A
1. (a) Name: E. Deane Kanaly
(b) Address: 4550 Post Oak Place Drive, Suite 139
Houston, Texas 77027
(c) Present Occupation: Controlling Shareholder and
Employee of Kanaly Trust Company
4550 Post Oak Place Drive, Suite 139
Houston, Texas 77027
(d) See Item 2(d) of Schedule 13D
(e) See Item 2(e) of Schedule 13D
(f) Citizenship: U.S.A.
2. (a) Name: Virginia L.Kanaly
(b) Address: 4550 Post Oak Place Drive, Suite 139
Houston, Texas 77027
(c) Present Occupation: Employee of Kanaly Trust Company
4550 Post Oak Place Drive, Suite 139
Houston, Texas 77027
(d) See Item 2(d) of Schedule 13D
(e) See Item 2(e) of Schedule 13D
(f) Citizenship: U.S.A.
<PAGE>
3. (a) Name: Steven P. Kanaly
(b) Address: 4550 Post Oak Place Drive, Suite 139
Houston, Texas 77027
(c) Present Occupation: Employee of Kanaly Trust Company
4550 Post Oak Place Drive, Suite 139
Houston, Texas 77027
(d) See Item 2(d) of Schedule 13D
(e) See Item 2(e) of Schedule 13D
(f) Citizenship: U.S.A.
4. (a) Name: Andrew D. Kanaly
(b) Address: 4550 Post Oak Place Drive, Suite 139
Houston, Texas 77027
(c) Present Occupation: Employee of Kanaly Trust Company
4550 Post Oak Place Drive, Suite 139
Houston, Texas 77027
(d) See Item 2(d) of Schedule 13D
(e) See Item 2(e) of Schedule 13D
(f) Citizenship: U.S.A.
<PAGE>
5. (a) Name: Jeffrey C. Kanaly
(b) Address: 4550 Post Oak Place Drive, Suite 139
Houston, Texas 77027
(c) Present Occupation: Employee of Kanaly Trust Company
4550 Post Oak Place Drive, Suite 139
Houston, Texas 77027
(d) See Item 2(d) of Schedule 13D
(e) See Item 2(e) of Schedule 13D
(f) Citizenship: U.S.A.
6. (a) Name: Eugene A. Schwinger
(b) Address: 4550 Post Oak Place Drive, Suite 139
Houston, Texas 77027
(c) Present Occupation: Employee of Kanaly Trust Company
4550 Post Oak Place Drive, Suite 139
Houston, Texas 77027
(d) See Item 2(d) of Schedule 13D
(e) See Item 2(e) of Schedule 13D
(f) Citizenship: U.S.A.
<PAGE>
EXHIBIT 99(A)
TCA CABLE TV, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
DATE: DECEMBER 13, 1995
TO: Robert M. Rogers
404 W. Sixth
Tyler, Texas 75701
Dear Mr. Rogers:
This will constitute the Agreement made today between you and TCA Cable
TV, Inc. (the "Company") with respect to the stock option discussed herein,
pursuant and subject in all respects to the Company's Amended and Restated
Incentive Stock Option Plan (the "Plan").
1. The Company hereby grants you an option to purchase from the Company
up to a total of 5,460 shares of common stock of the Company, $.10 par value per
share, at a price per share of $27.50. The number of shares covered by the
foregoing option is subject to adjustment as provided in the Plan.
2. Said option may be exercised upon the terms and conditions of said
Plan, and of this Agreement, and not otherwise. It may be exercised from time to
time, in whole or in part, while it remains in force, but may not be exercised
after the expiration of seven years from this date.
In any case, said option may not be exercised prior to December 13,
1996. Thereafter, the option shall be exercisable only as follows:
(a) During the period of December 13, 1996 to December 13, 1997, the
option may be exercised to the extent of 25 percent of the aggregate number of
shares originally covered by the option.
(b) During each of the next three successive twelve-month periods,
the first period beginning two years from the date of this Agreement, the second
such period beginning three years from such date, and the third such period
beginning four years from such date, the option may be exercised to the extent
of an additional 25 percent of the aggregate number of shares originally covered
by the option, and to the extent the right to exercise the option theretofore
has accrued and has not been exercised.
(c) At any time after December 13, 1999 (four years from the date of
this Agreement), the option shall be exercisable in full except to the extent it
theretofore shall have been exercised.
<PAGE>
Stock Option Agreement Page 2
3. Nothing herein contained shall obligate the Company or any subsidiary
of the Company to continue the employment for any particular period or on any
particular basis of compensation, or constitute a request or consent to postpone
the retirement date of any employee.
4. You agree that each notice of the exercise of this option, in whole or
in part, shall include a representation that the shares being purchased are not
being acquired with a view to distribution thereof, and that unless a
registration statement under the Securities Act of 1933, as amended, and the
regulations of the Securities and Exchange Commission shall be in effect as to
shares, none of such shares shall be disposed of without prior approval by the
Company, except through transactions not involving a "distribution" within the
meaning of said Act and regulations.
5. This option is not assignable or transferable by you other than by will
or the laws of descent and distribution. During your lifetime, this option may
only be exercised by you.
6. The option shall expire seven years after the date of the Agreement but
in no event later than three months after you cease to be an employee of the
Company (one year in the case of termination of employment by reason of
disability), whichever occurs first. However, in the event of your death while
you are an employee or within three months of termination of your employment,
this option shall be exercisable to the extent that it was exercisable at the
date of death by the person or persons to whom your rights pass by will or by
the laws of descent and distribution at any time prior to the expiration date of
this option or prior to one year after the date of death, whichever is earlier.
7. This agreement is subject to all terms, conditions, limitations and
restrictions contained in the Plan. It is understood that you shall not have any
of the rights of a shareholder with respect to any of the shares optioned under
this Agreement until such shares are actually paid for and issued to you.
8. It is agreed that if the optionee shall dispose of any of the shares
purchased pursuant to the option hereby granted within the two-year period
beginning on this date, or within the one-year period beginning on the date of
the issue of shares to him, then in order to provide the Company with the
opportunity to claim the benefit of any income tax deduction which may be
available to it under the circumstances, the optionee shall promptly notify the
Company of the dates of acquisition and disposition of such shares, the number
of shares so disposed of, and the consideration, if any, received for such
shares.
9. It is expressly understood and agreed that you assume all risks incident
to any change hereafter in the applicable laws or regulations or incident to any
change in the market value of the stock after the exercise of this option in
whole or in part.
<PAGE>
Stock Option Agreement Page 3
To confirm your agreement with the foregoing, kindly sign and return one
copy of this letter immediately.
Very truly yours,
/s/ KENNETH S. GUNTER
----------------------------------
Kenneth S. Gunter
Chairman, Compensation Committee
Board of Directors
TCA Cable TV, Inc.
OPTIONEE:
/s/ ROBERT M. ROGERS
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Robert M. Rogers
<PAGE>
EXHIBIT 99(B)
TCA CABLE TV, INC.
INCENTIVE STOCK OPTION AGREEMENT
DATE: DECEMBER 13, 1995
TO: Robert M. Rogers
404 W. Sixth
Tyler, Texas 75701
Dear Mr. Rogers:
This will constitute the Agreement made today between you and TCA Cable TV,
Inc. (the "Company") with respect to the stock option discussed herein, pursuant
and subject in all respects to the Company's Amended and Restated Incentive
Stock Option Plan (the "Plan").
1. The Company hereby grants you an option to purchase from the Company up
to a total of 14,540 shares of common stock of the Company, $.10 par value per
share, at a price per share of $30.25. The number of shares covered by the
foregoing option is subject to adjustment as provided in the Plan.
2. Said option may be exercised upon the terms and conditions of said Plan,
and of this Agreement, and not otherwise. It may be exercised from time to time,
in whole or in part, while it remains in force, but may not be exercised after
the expiration of seven years from this date.
In any case, said option may not be exercised prior to December 13,
1996. Thereafter, the option shall be exercisable only as follows:
(a) During the period of December 13, 1996 to December 13, 1997, the
option may be exercised to the extent of 25 percent of the aggregate number of
shares originally covered by the option.
(b) During each of the next three successive twelve-month periods, the
first period beginning two years from the date of this Agreement, the second
such period beginning three years from such date, and the third such period
beginning four years from such date, the option may be exercised to the extent
of an additional 25 percent of the aggregate number of shares originally covered
by the option, and to the extent the right to exercise the option theretofore
has accrued and has not been exercised.
(c) At any time after December 13, 1999 (four years from the date of
this Agreement), the option shall be exercisable in full except to the extent it
theretofore shall have been exercised.
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Stock Option Agreement Page 2
3. Nothing herein contained shall obligate the Company or any subsidiary of
the Company to continue the employment for any particular period or on any
particular basis of compensation, or constitute a request or consent to postpone
the retirement date of any employee.
4. You agree that each notice of the exercise of this option, in whole or
in part, shall include a representation that the shares being purchased are not
being acquired with a view to distribution thereof, and that unless a
registration statement under the Securities Act of 1933, as amended, and the
regulations of the Securities and Exchange Commission shall be in effect as to
shares, none of such shares shall be disposed of without prior approval by the
Company, except through transactions not involving a "distribution" within the
meaning of said Act and regulations.
5. This option is not assignable or transferable by you other than by will
or the laws of descent and distribution. During your lifetime, this option may
only be exercised by you.
6. The option shall expire seven years after the date of the Agreement but
in no event later than three months after you cease to be an employee of the
Company (one year in the case of termination of employment by reason of
disability), whichever occurs first. However, in the event of your death while
you are an employee or within three months of termination of your employment,
this option shall be exercisable to the extent that it was exercisable at the
date of death by the person or persons to whom your rights pass by will or by
the laws of descent and distribution at any time prior to the expiration date of
this option or prior to one year after the date of death, whichever is earlier.
7. This agreement is subject to all terms, conditions, limitations and
restrictions contained in the Plan. It is understood that you shall not have any
of the rights of a shareholder with respect to any of the shares optioned under
this Agreement until such shares are actually paid for and issued to you.
8. It is agreed that if the optionee shall dispose of any of the shares
purchased pursuant to the option hereby granted within the two-year period
beginning on this date, or within the one-year period beginning on the date of
the issue of shares to him, then in order to provide the Company with the
opportunity to claim the benefit of any income tax deduction which may be
available to it under the circumstances, the optionee shall promptly notify the
Company of the dates of acquisition and disposition of such shares, the number
of shares so disposed of, and the consideration, if any, received for such
shares.
9. It is expressly understood and agreed that you assume all risks incident
to any change hereafter in the applicable laws or regulations or incident to any
change in the market value of the stock after the exercise of this option in
whole or in part.
<PAGE>
Stock Option Agreement Page 3
To confirm your agreement with the foregoing, kindly sign and return one
copy of this letter immediately.
Very truly yours,
/s/ KENNETH S. GUNTER
---------------------------------------
Kenneth S. Gunter
Chairman, Compensation Committee
Board of Directors
TCA Cable TV, Inc.
OPTIONEE:
/s/ ROBERT M. ROGERS
- ----------------------------
Robert M. Rogers
<PAGE>
EXHIBIT 99(C)
LAST WILL
AND
TESTAMENT
OF
ROBERT M. ROGERS
<PAGE>
ARTICLE XI - PROVISIONS RELATING TO TCA CABLE TV, INC.
11.1 It is my desire that my Executor and the Trustee of any
trust created hereunder that owns any stock of TCA CABLE TV, INC. consult with
FRED NICHOLS of Tyler, Texas (so long as he is employed by such company)
in regard to any issue submitted for voting by such shares. My Trustee shall not
be obligated to follow the direction of FRED NICHOLS in regard to voting such
shares but his consultation shall only be in an advisory capacity and he shall
have no legal authority to direct, in any way, the actual voting of such shares
on any matters that may be submitted for a vote to the stockholders of TCA CABLE
TV, INC. I want my Executor and Trustee to exercise its own independent
judgement in any such matters. Additionally, the Trustee of any trust created
hereunder may retain any shares of stock of TCA CABLE TV, INC. without regard to
diversification of investments and without liability for any depreciation or
loss resulting from the retention thereof.
11.2 In regard to any of the common stock of TCA CABLE TV, INC.
which my Executor desires to sell from time to time during the administration of
my estate, TCA CABLE TV, INC. shall have the option to purchase any such shares
in accordance with the following terms and provisions:
(a) My Executor shall notify TCA CABLE TV, INC. through FRED R.
NICHOLS (or its then acting President or any Vice-President) that my
estate desires to sell all or part of its TCA CABLE TV, INC.'s common
stock. The shares desired to be sold and identified in such notice are
collectively called the "Selling Shares." The date of such notice shall
be the date notice is received by TCA CABLE TV, INC. ("Notice Date").
Such notice may be delivered in person, by telecopier, by telegram or by
certified or registered mail, return receipt requested.
(b) TCA CABLE TV, INC. shall have the option to purchase the
Selling Shares at a price per share equal to the greater of (i) the
closing price on NASDAQ (or such other securities exchange it may be
trading at such time) of the trading day prior to the Notice Date; or
(ii) the best price available to my estate from a third party, which
price shall be contained in the notice given to the Company by my
Executor.
(c) TCA CABLE TV, INC. must exercise its option within fifteen
(15) days after the Notice Date by delivering notice to my Executor of
the exercise thereof. Notice must be received by the Executor prior to
the expiration of such fifteen (15) days by personal delivery,
telecopier, telegram or certified or registered mail, return receipt
requested.
(d) If TCA CABLE TV, INC. timely exercises such option, then the
purchase of the Selling Shares must be consummated on or before the
expiration of thirty (30) days after the Notice Date. The purchase price
shall be payable in cash or cash equivalents (e.g. by cashier's or
certified check).
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<PAGE>
(e) If TCA CABLE TV, INC. exercises any such option but fails to
timely close such purchase, then my Executor, in such Executor's sole
discretion and option may:
(i) terminate the option and sell the Selling Shares;
(ii) enforce specific performance against TCA CABLE TV,
INC. to consummate such purchase; or
(iii) sell the Selling shares at any time within forty
(40) days of the Notice Date and TCA CABLE TV, INC. shall be
liable for the difference between (a) the proceeds derived by
the estate from the sale of the Selling Shares and (b) the total
purchase price for the Selling Shares TCA CABLE TV, INC. was
obligated to pay therefor.
(f) If TCA CABLE TV, INC. does not timely exercise its option to
purchase the Selling Shares, then my Executor shall be free at any time
to sell the Selling Shares at such price and terms as it deems proper.
ARTICLE XII - ADMINISTRATIVE PROVISIONS
12.1 For the purposes of my Will, if my wife actually survives
me, she shall be deemed to have survived, irrespective of any statutory period
requiring a longer survival period, and, in the event that my wife and I die in
such a manner that it cannot be determined in what order our deaths occurred, my
wife shall be presumed to have survived; provided, however, that also for the
purposes of my Will, no person (other than my wife) shall be deemed to have
survived me if such person shall die within ninety days after my death.
12.2 I direct that all estate, inheritance, transfer and
succession taxes which arise in connection with my death with respect to all
property passing under my Will shall be paid out of my residuary estate without
apportionment. Interest and penalties concerning any such tax shall be paid and
charged in the same manner as the tax. Notwithstanding what is stated above,
the provisions of this section shall not apply to any generation-skipping taxes.
12.3 My Executor may begin distribution of income or principal
from my estate immediately upon my death in accordance with the provisions of
any trust provided for by this Will, whether or not any such trust has actually
come into existence or received any distribution from my estate. My Trustee may
begin making distributions from any trust provided for by this Will immediately
upon receipt of any property as Trustee of such trust, whether or not the
administration of my estate is then complete.
12.4 My Executor may elect to consent, for gift tax purposes,
to have gifts made by either my wife or me to third parties considered as having
been made one-half by each of us,
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