<PAGE> 1
As filed with the Securities and Exchange Commission on March 27, 1998.
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 401(K) PLAN
(Full title of the Plan)
----------------
FRED R. NICHOLS
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
Title of Amount Proposed Maximum Maximum Amount of
Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share (1) Price (1) Fee (1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.10 par value 150,000 shares $56.75 $8,512,500 $2,511.19
======================================================================================================================
</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 $56.75 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 March
23, 1998. In addition, pursuant to Rule 416 (c) under the Securities
Act of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Pursuant to General Instruction E of Form S-8, with respect to the
shares registered under the TCA Cable 401(k) Plan (formerly, the TCA
Deferred Savings and Retirement Plan), this Registration Statement
incorporates by reference the contents of the Registrant's
Registration Statement Nos. 33-55895, 33-49172 and 33-21901 on Form
S-8, including all exhibits attached thereto.
<PAGE> 2
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, 1997 (the "Annual Report");
(ii) Quarterly Report of the Company on Form 10-Q for the
quarterly period ended January 31, 1998; and
(iii) Annual Report of the TCA Cable 401(k) Plan on Form 11-K
for the fiscal year ended December 31, 1996; and
(iv) 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
(v) 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.
<PAGE> 3
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.
<PAGE> 4
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.
<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.(5)
15 None.
23.1 Consent of Coopers & Lybrand, L.L.P.(5)
23.2 Consent of Jackson Walker L.L.P. (included in the opinion of
Jackson Walker L.L.P. filed as Exhibit 5).(5)
24 Power of Attorney (included in Part II hereof).(5)
99 TCA Cable 401(k) Plan.(4)
- ------------
</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 Registration
Statement on Form S-8, File No. 33-55895 dated as of October 7, 1994,
and incorporated herein by reference.
(4) Previously filed as an exhibit to the TCA Cable 401(k) Plan's Annual
Report on Form 11-K filed on the date hereof.
(5) Filed herewith.
<PAGE> 5
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933, 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
<PAGE> 6
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 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.
<PAGE> 7
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-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tyler, State of Texas on
the 26th day of March, 1998.
TCA CABLE TV, INC.
By: /s/ Fred R. Nichols
-----------------------------------------
Fred R. Nichols, Chief Executive Officer,
Chairman of the Board and President
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below authorizes 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> 8
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/ Fred R. Nichols Chief Executive Officer, Chairman of the March 24, 1998
- ------------------------------- Board and President
Fred R. Nichols (Principal Executive Officer)
/s/ J. Taylor Vice President, Chief Financial Officer March 24, 1998
- ------------------------------- and Treasurer
Jimmie F. Taylor (Principal Accounting and Financial
Officer)
Director
- -------------------------------
Fred W. Smith
/s/ Wayne J. McKinney Director March 24, 1998
- ----------------------------
Wayne J. McKinney
/s/ Ben R. Fisch, M.D. Director March 24, 1998
- ------------------------------
Ben R. Fisch, M.D.
Director
- -------------------------------
Kenneth S. Gunter
/s/ Randall K. Rogers Director March 24, 1998
- ------------------------------
Randall K. Rogers
/s/ A. W. Riter, Jr. Director March 24, 1998
- -------------------------------
A. W. Riter, Jr.
/s/ James F. Ackerman Director March 24, 1998
- -----------------------------
James F. Ackerman
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
/s/ DARRELL CAMPBELL Director March 24, 1998
- -------------------------------
Darrell Campbell
/s/ ROBERT B. HOLLAND, III Director March 24, 1998
- -------------------------------
Robert B. Holland, III
/s/ Michael S. Shannon
- ------------------------------ Director March 24, 1998
Michael Shannon
</TABLE>
<PAGE> 10
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan
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 26th day of March, 1998.
TCA CABLE 401(K) PLAN (the Plan)
By: TCA Compensation Committee
By: /S/ A. W. RITER, JR.
----------------------------
Committee Member
<PAGE> 11
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.(5)
15 None.
23.1 Consent of Coopers & Lybrand, L.L.P.(5)
23.2 Consent of Jackson Walker L.L.P. (included in the opinion of
Jackson Walker L.L.P. filed as Exhibit 5).(5)
24 Power of Attorney (included in Part II hereof).(5)
99 TCA Cable 401(k) Plan.(4)
- ------------
</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
Registration Statement on Form S-8, File No. 33- 55895 dated
as of October 7, 1994, and incorporated herein by reference.
(4) Previously filed as an exhibit to the TCA Cable 401(k) Plan's
Annual Report on Form 11-K filed on the date hereof.
(5) Filed herewith.
<PAGE> 1
EXHIBIT 5
OPINION OF JACKSON WALKER L.L.P.
<PAGE> 2
March 26, 1998
TCA Cable TV, Inc.
3015 SSE Loop 323
Tyler, Texas 75701
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 150,000
shares of the Company's Common Stock, par value $0.10 per share (the "Shares"),
in respect of the TCA Cable 401(k) 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
(the "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 Company's Articles of Incorporation, as
amended, 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 the Company in respect of the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 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 COOPERS & LYBRAND, L.L.P.
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of TCA Cable TV, Inc. ("the Company") on Form S-8 of our report dated
January 15, 1998, on our audits of the consolidated financial statements of the
Company as of October 31, 1997 and 1996, and for the three years in the period
ended October 31, 1997, which report is included in the Company's Annual Report
on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
March 25, 1998
