<PAGE> 1
PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3)
MAY 7, 1998 Prospectus relating to
(TO PROSPECTUS DATED MAY 7, 1998) Registration Statement No.
333-51331
3,807,294 SHARES
TCA CABLE TV, INC.
COMMON STOCK
This Prospectus Supplement relates to 3,707,294 outstanding shares of
common stock to be sold by the Estate of Robert M. Rogers, Deceased (the
"Estate") and 100,000 outstanding shares of common stock to be sold by the
Rogers Property Trust (the "Trust"). The Estate and the Trust are referred to in
this Prospectus Supplement as the "Selling Shareholders" and the 3,807,294
shares to be sold by the Selling Shareholders are referred to in this Prospectus
Supplement as the "Shares". The Shares are being offered by the Selling
Shareholders, through Donaldson, Lufkin & Jenrette Securities Corporation, as
exclusive placement agent (the "Placement Agent") for the Selling Shareholders
on a best efforts basis. The Placement Agent will purchase a portion of the
Shares (the "Purchased Shares") for its own account at $59 per share and will
resell these shares at varying prices to be determined at the time of sale. TCA
Cable TV, Inc. (the "Company") will not receive any of the proceeds from the
sale of the Shares by the Selling Shareholders.
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 THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
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PROCEEDS TO SELLING
PRICE TO THE PUBLIC COMMISSIONS(1) SHAREHOLDERS(2)
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<S> <C> <C> <C>
Per Share................... $59.00 $1.18 $57.82
Total....................... $224,630,346.00(3) $4,492,606.92 $220,137,739.08
- --------------------------------------------------------------------------------------
</TABLE>
(1) The Company and the Selling Shareholders have agreed to indemnify the
Placement Agent against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.
(2) Before deducting expenses estimated at $190,000 to be paid by the Selling
Shareholders.
(3) Assumes that the Purchased Shares are sold to the public by the Placement
Agent at $59 per Share. The Total Price to the public will change to the
extent the Purchased Shares are not sold at $59 per Share.
The Shares are offered, subject to prior sale, subject to the right of the
Selling Shareholders to reject orders in whole or in part, and subject to the
right of the Placement Agent to reject orders for the Purchased Shares. It is
expected that delivery of the Shares will be made against payment in New York,
New York on or about May 12, 1998.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE PLACEMENT AGENT MAY OVERALLOT IN CONNECTION WITH THE OFFERING
AND MAY BID FOR AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET. THE
PLACEMENT AGENT MAY ALSO ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE
COMMON STOCK ON NASDAQ IN ACCORDANCE WITH RULE 103 UNDER REGULATION M. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
SELLING SHAREHOLDERS
Assuming all of the Shares offered hereby are sold, the Trust will own
no shares of common stock after the offering and the Estate will own 67,300
shares of common stock. The Company filed the Registration Statement relating
to the offering of the Shares under an agreement dated as of April 29, 1998
with the Selling Shareholders in which the Company agreed to assist the Selling
Shareholders in the orderly disposition of the Shares.
PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Placement Agent
Agreement dated May 7, 1998 among the Selling Shareholders, the Company and
Donaldson, Lufkin & Jenrette Securities Corporation (the "Placement Agent"), the
Placement Agent has agreed to act as the exclusive placement agent for the
Selling Shareholders in connection with the sale of the Shares offered hereby.
The Placement Agent is acting for the Selling Shareholders on a best efforts
basis. In connection with the offering, the Placement Agent has purchased
234,294 Shares for its own account at $59 per Share. The Selling Shareholders
will offer the Shares to the public at the public offering price set forth on
the cover page of this Prospectus Supplement. The Placement Agent will offer
the Shares it has purchased at varying prices to be determined at the time of
sale.
The Placement Agent Agreement provides that the obligation of any party to
purchase the Shares, whose offer to purchase the Shares has been solicited by
the Placement Agent and accepted by a Selling Shareholder, will be subject to
certain conditions set forth in the Placement Agent Agreement.
The Selling Shareholders have agreed to pay the Placement Agent the
commissions set forth on the cover page of this Prospectus Supplement and the
out of pocket expenses of the Placement Agent in connection with its engagement
as placement agent for the Shares.
The Company and the Selling Shareholders have agreed to indemnify the
Placement Agent against certain liabilities, including liabilities under the
Securities Act of 1933, or to contribute to payments that the Placement Agent
may be required to make in respect hereof.
The Company has agreed not to (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers all or a portion of the
economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii)
is to be settled by the delivery of Common Stock, or such other securities, in
cash or otherwise), for a period of 30 days after May 7, 1998 without the prior
written consent of Donaldson, Lufkin & Jenrette Securities Corporation.
Notwithstanding the foregoing, (i) the Company may grant stock options pursuant
to the Company's existing stock option plan and (ii) the Company may issue
shares of Common Stock upon the exercise of an option or warrant or the
conversion of a security outstanding on the date hereof and may grant stock
options under the Company's existing stock option plan. The Company also has
agreed not to file any registration statement with
S-2
<PAGE> 3
respect to any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock for a period of 30 days after May
7, 1998 without the prior written consent of Donaldson, Lufkin & Jenrette
Securities Corporation.
The Selling Shareholders have agreed not to (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (ii) enter into any swap or other arrangement that transfers all
or a portion of the economic consequences associated with the ownership of any
Common Stock (regardless of whether any of the transactions described in clause
(i) or (ii) is to be settled by the delivery of Common Stock, or such other
securities, in cash or otherwise), except for the Shares offered hereby, for a
period of 90 days after May 7, 1998 without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation. In addition, for a period
of 90 days after May 7, 1998 without the prior written consent of Donaldson,
Lufkin & Jenrette Securities Corporation, the Selling Shareholders will not make
any demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock.
In connection with the offering, the Placement Agent may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Placement Agent may overallot, creating a short
position. The Placement Agent may bid for and purchase shares of Common Stock in
the open market to cover its short position or to stabilize the price of the
Common Stock. These activities may stabilize or maintain the market price of the
Common Stock above independent market levels. The Placement Agent is not
required to engage in these activities, and may end any of these activities at
any time.
The Placement Agent may also engage in passive market making transactions
in the Common Stock in accordance with Rule 103 of Regulation M promulgated by
the Securities and Exchange Commission. In general, a passive market maker may
not bid for, or purchase, the Common Stock at a price that exceeds the highest
independent bid. In addition, the net daily purchases made by any passive market
maker generally may not exceed 30% of its average daily trading volume in the
Common Stock during a specified two month prior period, or 200 shares, whichever
is greater. A passive market maker must identify passive market making bids as
such on the Nasdaq electronic inter-dealer reporting system. Passive market
making may stabilize or maintain the market price of the Common Stock above
independent market levels. The Placement Agent is not required to engage in
passive market making and may end passive market making activities at any time.
S-3
<PAGE> 4
PROSPECTUS
TCA CABLE TV, INC.
3,807,294 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of up to 3,807,294
shares (the "Shares") of common stock, par value $0.10 per share (the "Common
Stock") of TCA Cable TV, Inc. (the "Company") by Kanaly Trust Company, acting
in its capacity as the Independent Executor of the Estate of Robert M. Rogers,
Deceased (the "Estate"), and in its capacity as sole Trustee of Rogers Property
Trust (collectively, the "Selling Shareholders").
The Common Stock is quoted under the symbol "TCAT" on the Nasdaq
National Market System. The Shares may be sold from time to time by the Selling
Shareholders directly to purchasers, through agents, or through one or more
brokers or dealers at prices to be determined at the time of sale.
The specific number of shares to be sold, purchase price paid, and
agent, broker or dealer, if any, involved in connection with a sale of Shares
under this Prospectus will be set forth in a supplement to this Prospectus.
Upon any sale of the Common Stock offered hereby, the Selling
Shareholders and participating agents, brokers or dealers 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.
The Selling Shareholders have engaged Donaldson, Lufkin & Jenrette
Securities Corporation to act as their exclusive financial advisor and as
exclusive placement agent for sales of the Shares. See "Plan of Distribution."
The Selling Shareholders will pay all expenses of this Offering.
The date of this Prospectus is May 7, 1998.
--------------------
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.
<PAGE> 5
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
COMMON STOCK INCLUDING STABILIZING BIDS, SYNDICATE COVERING TRANSACTIONS AND
THE IMPOSITION OF PENALTY BIDS.
2
<PAGE> 6
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 National Market
System.
The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form S-3 (the "Registration Statement") in connection
with the offer and sale of the Common Stock offered hereby under the Securities
Act. The Registration Statement was filed pursuant to an agreement, dated April
29, 1998, between the Company and the Selling Shareholders. 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:
(a) Annual Report of the Company on Form 10-K for the year ended
October 31, 1997 (the "Annual Report");
(b) Quarterly Report of the Company on Form 10-Q for the quarter
ended January 31, 1998;
(c) Current Reports of the Company on Form 8-K, filed with the
Commission on January 22, 1998, January 27, 1998, February 13,
1998 and April 2, 1998;
(d) Description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (No. 2-075516) and
Registration Statement on Form 8-A (No. 2-88892), effective as
of March 17, 1984; and
(e) Description of Preferred Share Purchase Rights contained in
the Company's Registration Statement on Form 8-A filed with
the Commission on January 22, 1998.
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
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<PAGE> 7
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 Jimmie F. Taylor, TCA Cable TV, Inc., 3015 SSE Loop 323, Tyler,
Texas 75701, telephone number (903) 595-3701.
THE COMPANY
TCA Cable TV, Inc. (the "Company") is engaged in the development,
operation and management of cable television systems. As of March 31, 1998,
based on number of subscribers, the Company is the sixteenth largest cable
television operator in the United States, serving approximately 870,000
subscribers through 62 cable television systems with approximately 1,000,000
homes passed. Over 90% of the Company's subscribers are located in regional
clusters, primarily in Texas, Louisiana and Arkansas. The Company also
operates clusters in Oklahoma and has one system in each of Idaho, Mississippi
and New Mexico. The Company intends to continue to concentrate its activities
in these and similar non-urban markets where residents rely on cable television
to provide quality reception and services, referred to by the Company as
"classic cable markets." In addition, through its wholly owned subsidiary, VPI
Communications, Inc., d/b/a CableTime ("CableTime"), the Company is the largest
third party turnkey advertising insertion provider serving the cable television
industry in the United States.
SELLING SHAREHOLDERS
This Prospectus covers the offer and sale of Shares (i) by
Kanaly Trust Company, a Texas trust company (the "Executor"), as Independent
Executor of, and on behalf of, the Estate of Robert M. Rogers, Deceased,
pursuant to letters testamentary issued in accordance with the terms and
conditions of the Last Will and Testament of Robert M. Rogers and (ii) owned
by the Rogers Property Trust (the "Trust"). Robert M. Rogers was the founder,
Chairman of the Board, director and largest shareholder of the Company prior to
his death on September 18, 1997. The Trust was established by Mr. Rogers and
his wife prior to his death. Neither the Selling Shareholders nor any of the
officers of the Executor has had any position, office or other material
relationship with the Company or any of its affiliates within the past three
years from the date of this Prospectus.
The table below sets forth information concerning Common Stock owned
by the Selling Shareholder:
<TABLE>
<CAPTION>
Ownership of Common Common Stock Offered Amount and Percentage of
Name Stock Prior to Offering for Selling Shareholder Class after Offering(1)
--------------------------- ----------------------- ----------------------- ------------------------
<S> <C> <C> <C>
Estate of Robert M. Rogers, 3,774,594 3,707,294 67,300 (less than 1%)
Deceased
Rogers Property Trust 100,000 100,000 --
</TABLE>
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(1) Based on 24,937,096 shares of Common Stock outstanding on April 21,
1998.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock hereby.
4
<PAGE> 8
PLAN OF DISTRIBUTION
The Shares offered hereby may be offered for sale directly by the
Selling Shareholders through agents or through one or more broker dealers. The
price of the Shares offered hereby will be determined at the time of sale.
Donaldson Lufkin & Jenrette Securities Corporation ("Placement Agent") has been
retained to act as exclusive financial advisor and exclusive placement agent
for the Selling Shareholders in arranging sales of the Shares.
The Selling Shareholders and the Company have agreed to indemnify the
Placement Agent against certain liabilities, including liabilities under the
Securities Act.
The Selling Shareholders will pay the registration fees, printing
expenses, accounting fees, underwriting discounts or commissions, brokers'
fees, the fees and expenses of any counsel to the Selling Shareholders and the
Company related thereto and any other expenses of the Offering.
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, 1997 and 1996, 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, 1997,
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 of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
The audited combined balance sheets, combined statements of operations
and retained earnings, and combined statements of cash flows of certain cable
television systems indirectly owned by Tele-Communications, Inc. in and around
Texas and Louisiana as of September 30, 1997 and December 31, 1996 and 1995, and
for the nine months ended September 30, 1997 and the years ended December 31,
1996 and 1995, appearing in the Company's Current Report on Form 8-K filed with
Commission on January 27, 1998 incorporated by reference in this Prospectus,
have been incorporated herein in reliance on the report of KPMG Peat Marwick
LLP, independent accountants, given on the authority of that firm as experts in
accounting and auditing.
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No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus Supplement or in
the accompanying Prospectus, and if given or made, such information or
representations must not be relied upon. This Prospectus Supplement and the
accompanying Prospectus do 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 Supplement or
the accompanying Prospectus at any time does not imply that the information
herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
Page
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PROSPECTUS SUPPLEMENT
Selling Shareholders................................................... S-2
Plan of Distribution................................................... S-2
PROSPECTUS
Available Information.................................................. 3
Incorporation by Reference............................................. 3
The Company............................................................ 4
Selling Shareholders................................................... 4
Use of Proceeds........................................................ 4
Plan of Distribution................................................... 5
Legal Matters.......................................................... 5
Experts................................................................ 5
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3,807,294 Shares
Common Stock
TCA CABLE TV, INC.
May 7, 1998
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
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