<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1999
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 (I.R.S. Employer
of incorporation or organization) Identification Number)
TCA CABLE TV, INC.
3015 SSE LOOP 323
TYLER, TEXAS 75701
(Address of principal executive offices) (Zip Code)
------------------------------------
TCA CABLE TV, INC.
AMENDED AND RESTATED
INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
------------------------------------
FRED R. NICHOLS
3015 SSE LOOP 323
TYLER, TEXAS 75701
(903) 595-3701
(Name, Address, including zip code and telephone
number, including area code, of agent of 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>
=======================================================================================================================
Title of Securities Proposed Maximum Proposed Maximum
to be Registered Amount to be Offering Price Per Aggregate Offering Amount of
Registered Share(1) Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.10 par value 1,080,000 Shares(2) $42.25 $45,630,000.00 $12,685.14
(including the
related preferred
share purchase
rights)
=======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and
registration fee are computed on the basis of the average of the high
and low prices of the Common Stock, as reported by the NASDAQ on April
21, 1999.
(2) This registration statement is deemed to register securities to be
offered in the future pursuant to terms which provide for a change in
the amount of securities being offered or issued hereby to prevent
dilution resulting from stock splits, stock dividends or similar
transactions pursuant to Rule 416.
================================================================================
Pursuant to General Instruction E of Form S-8, this Registration
Statement incorporates by reference the contents of the Registrant's
Registration Statement No. 33-51323 on Form S-8.
<PAGE> 2
PROSPECTUS
TCA CABLE TV, INC.
1,201,078 SHARES OF COMMON STOCK*
This Prospectus relates to the offer and sale of up to 1,201,078 shares
(the "Shares") of common stock, par value $0.10 per share (the "Common Stock")
of TCA Cable TV, Inc. (the "Company"), issued to certain selling shareholders
(the "Selling Shareholders") upon the exercise of options that may be granted
(the "Grants") to the Selling Shareholders pursuant to the provisions of the
Company's Amended and Restated Incentive 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 April 21, 1999, the
last reported sale price of the Common Stock, as reported on the Nasdaq/NMS, was
$42.38.
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 this Offering are estimated to be approximately
$8,000.00.
-----------------
*This figure is an estimate. The Company has filed Registration Statements on
Form S-8, Registration No. 33-_____ (of which this Prospectus is a part), and
Registration No. 33-51323 which registration statements cover the sale by the
Company of Common Stock upon the exercise of options that may be granted under
the Company's Amended and Restated Incentive Stock Option Plan (the "Plan").
This Prospectus covers the resale by the Selling Shareholders of an
indeterminate number of shares of Common Stock which may be acquired by the
Selling Shareholders upon the exercise of options that may be granted to the
Selling Shareholders pursuant to the Plan.
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 April 23, 1999.
<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.
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. 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, 1998 (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;
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;
and
(iv) 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 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, 3015 S.S.E. Loop 323, Tyler, Texas 75701,
telephone number (903) 595-3701.
SELLING SHAREHOLDERS
This Prospectus covers the offer and resale of the Shares that may be
issued to the Selling Shareholders upon exercise of the options subject to the
Grants. At the time of filing this registration statement, the names of the
Selling Shareholders who may resell the Shares are not known by the registrant.
The information required pursuant to the Securities Act relating to Selling
Shareholders will be provided by Prospectus Supplement.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock hereby.
3
<PAGE> 5
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, broker's
fees and fees and expenses of any counsel to the Selling Shareholders related
thereto.
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.
4
<PAGE> 6
EXPERTS
The consolidated financial statements of TCA Cable TV, Inc. as of and
for the year ended October 31, 1998, which have been incorporated by referenced
herein and in the Registration Statement in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
The consolidated balance sheet as of October 31, 1997 and the
consolidated statements of operations, changes in shareholders' equity, and cash
flows for the years ended October 31, 1997 and 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 of PricewaterhouseCoopers
LLP, 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 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.
5
<PAGE> 7
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............................................................................................. 3
Plan of Distribution........................................................................................ 4
Legal Matters............................................................................................... 4
Experts..................................................................................................... 5
Indemnification............................................................................................. 5
</TABLE>
- --------------------------------------------------------------------------------
1,201,078 Shares
Common Stock
TCA CABLE TV, INC.
April 23, 1999
6
<PAGE> 8
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:
(a) Annual Report of the Company on Form 10-K for the year
ended October 31, 1998 (the "Annual Report");
(b) 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;
(c) 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;
and
(d) 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 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.
7
<PAGE> 9
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.
8
<PAGE> 10
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.
Number Description of Exhibit
- ------ ----------------------
4.1 Articles of Incorporation of the Registrant.(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 Articles of Amendment to Articles of Incorporation of the
Registrant.(3)
4.5 Articles of Amendment to Articles of Incorporation of the Registrant.*
4.6 Amended and Restated Bylaws of the Registrant.(4)
4.7 Form of Common Stock Certificate.(1)
4.8 Rights Agreement, dated January 15, 1998, between the Registrant and
Chase Mellon Shareholder Services, L.L.C., which includes the
Certificate of Designations for the Series A Junior Participating
Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit
B and the Summary of Rights to Purchase Shares as Exhibit C.(5)
5 Opinion of Jackson Walker L.L.P.*
15 None.
23.1 Consent of KPMG LLP*
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of Jackson Walker L.L.P. (included in the opinion of Jackson
Walker L.L.P. filed as Exhibit 5).*
24 Power of Attorney (included in Part II hereof).*
99 TCA Cable TV, Inc. Amended and Restated Incentive Stock Option Plan.*
- ------------------
* Filed herewith.
9
<PAGE> 11
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1, File No. 2-76516, filed with the Securities and
Exchange Commission (the "Commission") on 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 filed with the Commission on
May 16, 1988, and incorporated herein by reference.
(3) Previously filed as Exhibit 3(d) to the Registrant's Form 10-K for the
fiscal year ended October 31, 1993, filed with the Commission on
January 27, 1994 and incorporated herein by reference.
(4) Previously filed as Exhibit 3.5 to the Registrant's Form 10-K for the
fiscal year ended October 31, 1997, filed with the Commission on
January 27, 1998 and incorporated herein by reference.
(5) Previously filed as Exhibit 1 to the Registrant's Form 8-K, File No.
001-11478 filed with the Commission on January 22, 1998 and
incorporated herein by reference.
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;
10
<PAGE> 12
(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, (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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 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.
11
<PAGE> 13
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 23rd day of April,
1999.
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.
12
<PAGE> 14
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 April 23, 1999
Fred R. Nichols the Board and President
(Principal Executive Officer)
/S/ Jimmie F. Taylor
- --------------------------------- Vice President, Chief Financial April 23, 1999
Jimmie F. Taylor Officer and Treasurer
(Principal Accounting and Financial Officer)
/S/ Fred W. Smith
- --------------------------------- Director April 23, 1999
Fred W. Smith
/S/ Wayne J. McKinney
- --------------------------------- Director April 23, 1999
Wayne J. McKinney
/S/ Ben R. Fisch, M.D.
- --------------------------------- Director April 23, 1999
Ben R. Fisch, M.D.
/S/ Randall K. Rogers
- --------------------------------- Director April 23, 1999
Randall K. Rogers
/S/ A. W. Riter, Jr.
- --------------------------------- Director April 23, 1999
A. W. Riter, Jr.
/S/ James F. Ackerman
- --------------------------------- Director April 23, 1999
James F. Ackerman
</TABLE>
13
<PAGE> 15
<TABLE>
<S> <C> <C>
/S/ Darrell Campbell
- --------------------------------- Director April 23, 1999
Darrell Campbell
/S/ Robert B. Holland, III
- --------------------------------- Director April 23, 1999
Robert B. Holland, III
/S/ Michael Shannon
- --------------------------------- Director April 23, 1999
Michael Shannon
</TABLE>
14
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
4.1 Articles of Incorporation of the Registrant.(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 Articles of Amendment to Articles of Incorporation of the Registrant.(3)
4.5 Articles of Amendment to Articles of Incorporation of the Registrant.*
4.6 Amended and Restated Bylaws of the Registrant.(4)
4.7 Form of Common Stock Certificate.(1)
4.8 Rights Agreement, dated January 15, 1998, between the Registrant and Chase Mellon
Shareholder Services, L.L.C., which includes the Certificate of Designations for the
Series A Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate
as Exhibit B and the Summary of Rights to Purchase Shares as Exhibit C.(5)
5 Opinion of Jackson Walker L.L.P.*
15 None.
23.1 Consent of KPMG LLP*
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of Jackson Walker L.L.P. (included in the opinion of Jackson Walker L.L.P. filed
as Exhibit 5).*
24 Power of Attorney (included in Part II hereof).*
99 TCA Cable TV, Inc. Amended and Restated Incentive Stock Option Plan.*
</TABLE>
- ------------------
* Filed herewith.
<PAGE> 17
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1, File No. 2-76516, filed with the Securities and
Exchange Commission (the "Commission") on 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 filed with the Commission on
May 16, 1988, and incorporated herein by reference.
(3) Previously filed as Exhibit 3(d) to the Registrant's Form 10-K for the
fiscal year ended October 31, 1993, filed with the Commission on
January 27, 1994 and incorporated herein by reference.
(4) Previously filed as Exhibit 3.5 to the Registrant's Form 10-K for the
fiscal year ended October 31, 1997, filed with the Commission on
January 27, 1998 and incorporated herein by reference.
(5) Previously filed as Exhibit 1 to the Registrant's Form 8-K, File No.
001-11478 filed with the Commission on January 22, 1998 and
incorporated herein by reference.
<PAGE> 1
EXHIBIT 4.5
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
<PAGE> 2
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
TCA CABLE TV, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the corporation is TCA Cable TV, Inc.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted
by the shareholders of the corporation on March 30, 1999.
a. The amendment alters Article IV of the Articles of
Incorporation as amended to date to read in its entirety as
follows:
ARTICLE IV
The aggregate number of shares which the corporation shall have the
authority to issue is 125,000,000, to consist of 120,000,000 shares of common
stock having a par value of $.10 per share each and 5,000,000 shares of
preferred stock having a par value of $1 per share.
The Directors shall have authority to divide the preferred shares into
series and to set the relative rights and preferences as to and between series,
including voting rights (specifically including the power to grant more or less
than one vote per preferred share on each matter submitted to a vote of
shareholders), dividends, issuance of preferred shares, redemption of such
shares and the conversion of any preferred shares to other preferred or common
shares. Prior to the issuance of any preferred shares of a series established by
resolution adopted by the Directors, the corporation shall file with the
Secretary of State the notice required by Article 2.13 of the Texas Business
Corporation Act.
ARTICLE THREE
The number of shares of the corporation outstanding at the time of
such adoption was 49,660,113 shares of Common Stock, $.10 par value per share;
and the number of shares entitled to vote thereon was 44,417,434.
<PAGE> 3
ARTICLE FOUR
The number of shares voted for such amendment was 42, 361,573 and the
number of shares voted against such amendment was 2,005,974.
Dated March 30, 1999
TCA CABLE TV, INC.
By: /s/ Fred R. Nichols
-------------------------------
Fred R. Nichols
Chairman, CEO and President
/s/ Karen L. Garrett
-------------------------------
Karen L. Garrett
Corporate Secretary
<PAGE> 1
EXHIBIT 5
OPINION OF JACKSON WALKER L.L.P.
<PAGE> 2
April 23, 1999
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 1,080,000 shares
of the Company's Common Stock, par value $0.10 per share (the "Shares"), which
Shares are issuable upon the exercise of Options ("Options") granted or to be
granted from time to time to eligible persons pursuant to the provisions of the
TCA Cable TV, Inc. Amended and Restated Incentive 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 (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, as amended, 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 issued by the Company in accordance with the terms of the Plan and the
Options for consideration having not less than the par value thereof, 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,
Jackson Walker L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF KPMG LLP
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
TCA Cable TV, Inc.
We consent to the incorporation by reference of our report related to
the consolidated balance sheet of TCA Cable TV, Inc. and subsidiaries as of
October 31, 1998, and the related consolidated statements of operations,
shareholders' equity and cash flows for the year then ended, which report
appears in the October 31, 1998 Annual Report on Form 10-K of TCA Cable TV, Inc.
We also consent to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG LLP
Dallas Texas
April 23, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF PRICEWATERHOUSECOOPERS LLP
<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 for the years ended October 31, 1997 and
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."
PricewaterhouseCoopers LLP
Dallas, Texas
April 23, 1999
<PAGE> 1
EXHIBIT 99
TCA CABLE TV, INC.
AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
<PAGE> 2
TCA CABLE TV, INC.
AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
ARTICLE II
THE PLAN
2.1 Name. This Plan shall be known as the TCA Cable TV, Inc. Amended
and Restated Incentive Stock Option Plan. This Plan amends and restates the "TCA
Cable TV, Inc. Second Amended and Restated Incentive Stock Option Plan."
Capitalized terms used herein are defined in Article VI hereof.
2.2 Purpose. The purpose of the Plan is to advance the interests of the
Company and its shareholders by encouraging and enabling selected key Employees
to acquire and retain a proprietary interest in the Company by ownership of its
capital stock and to provide an incentive for such Employees to remain in the
employ of and to serve the Company and its Subsidiaries. It is intended that
Options issued pursuant to Article III shall constitute "incentive stock
options" within the meaning of Section 422 of the Code.
2.3 Shares Subject to Plan. Subject to adjustment pursuant to the
provisions of Section 5.3, the maximum aggregate number of shares of Common
Stock that may be issued hereunder shall not exceed 3,000,000 shares. The
maximum aggregate number of shares of Common Stock with respect to which Options
may be granted to any Optionee during the term of the Plan shall not exceed
1,500,000 shares. The shares of Common Stock to be issued pursuant to the Plan
shall either be authorized and unissued shares of Common Stock or shares of
Common Stock issued and thereafter acquired by the Company.
2.4 Options and Shares Granted under Plan. Plan Shares with respect to
which an Option has been exercised shall not again be available for grant
hereunder. If an Option terminates for any reason without being wholly
exercised, a new Option may be granted hereunder covering the number of Plan
Shares to which the termination relates; provided, that with respect to the
Optionee who held the terminated Option, the number of Plan Shares subject to
such terminated Option shall continue to count against the maximum number of
Plan Shares for which Options may be granted to the Optionee pursuant to the
Plan.
2.5 Effective Date. The effective date of the Plan shall be January 27,
1999, that is, the date on which it was approved and adopted by the Board;
provided, that any grants of Options hereunder are conditioned upon approval of
the Plan by the shareholders of the Company; and provided, further, that no
Option may be exercised unless the Plan is approved by a vote of the majority of
the shareholders of the Company's Common Stock present or represented and
entitled to vote at a meeting of the shareholders of the Company held within
twelve (12) months following the date of the Plan's adoption by the Board.
<PAGE> 3
2.6 Eligibility. Any Employee shall be eligible to participate in the
Plan. An Optionee may hold more than one Option, but only on the terms and
subject to the restrictions hereinafter set forth.
2.7 Reservation of Shares of Common Stock. During the term of the Plan,
the Company shall at all times reserve and keep available such number of shares
of Common Stock as shall be necessary to satisfy the requirements of the Plan as
to the number of Plan Shares. In addition, the Company shall from time to time,
as is necessary to accomplish the purposes of the Plan, seek or obtain from any
regulatory agency having jurisdiction any requisite authority that is necessary
to issue Plan Shares hereunder. The inability of the Company to obtain from any
regulatory agency having jurisdiction the authority deemed by the Company's
counsel to be necessary to the lawful issuance of any Plan Shares shall relieve
the Company of any liability in respect of the nonissuance of Plan Shares as to
which the requisite authority shall not have been obtained.
2.8 Tax Withholding and Reporting.
(a) Condition Precedent. The issuance of Plan Shares pursuant
to the exercise of any Option is subject to the condition that if at any time
the Committee shall determine, in its discretion, that the satisfaction of
withholding tax or other withholding liabilities under any federal, state, or
local law is necessary or desirable as a condition of, or in connection with
such issuance, then the issuance of Plan Shares shall not be effected unless the
withholding shall have been effected or obtained in a manner acceptable to the
Committee.
(b) Manner of Satisfying Withholding Obligation. When the
Committee requires an Optionee to pay an amount required to be withheld under
applicable income tax laws in connection with subsection (a) above, such payment
shall be made, as the Committee may in each case in its discretion determine,
(i) in cash, (ii) by check, (iii) by delivery of shares of Common Stock already
owned by the Optionee having a Fair Market Value on the Tax Date equal to the
amount required to be withheld, (iv) through the withholding by the Company of a
portion of the Plan Shares acquired upon the exercise of an Option having a Fair
Market Value on the Tax Date equal to the amount required to be withheld, or (v)
in any other form of valid consideration.
(c) Notice of Disposition of Plan Shares. The Company may
require as a condition to the issuance of Plan Shares covered by any Incentive
Stock Option that the party exercising the Option give a written representation
to the Company, satisfactory in form and substance to its counsel and upon which
the Company may reasonably rely, that such party shall report to the Company any
disposition of such Plan Shares prior to the expiration of the holding periods
specified by Section 422(a)(1) of the Code. If, and to the extent that, the
realization of income in such a disposition imposes upon the Company or any
Subsidiary federal, state, or local withholding tax requirements or any such
withholding is required to secure for the Company or any Subsidiary an otherwise
available tax deduction, the Company shall have the right to require that the
recipient remit an amount sufficient to satisfy those requirements; and the
Company may require as a condition to the issuance of Plan Shares covered by an
Incentive Stock Option that the party
<PAGE> 4
exercising such Option give a satisfactory written representation promising to
make such a remittance.
2.9 Payment of Option Price. Upon exercise of an Option, the purchase
price for the Plan Shares subject to the Option shall be paid in full (i) in
cash, or (ii) by delivery of shares of Common Stock already owned by the
Optionee with a Fair Market Value on the date of exercise equal to the purchase
price.
2.10 Rights as a Shareholder. An Optionee shall have no rights as a
shareholder with respect to any Plan Shares subject to an Option until the date
of issuance of a stock certificate representing such Plan Shares to the
Optionee. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is issued.
2.11 Modification, Extension and Renewal of Options. Subject to the
terms and conditions and within the limitations of the Plan, the Committee may
modify, extend or renew any outstanding Option (to the extent not previously
exercised) and authorize the granting of a new Option or Options in substitution
therefor (to the extent not previously exercised). The Committee shall not,
however, modify any outstanding Option so as to specify a lower purchase price
for the Plan Shares subject to the Option or accept the surrender of an
outstanding Option and authorize the granting of a new Option in substitution
therefor specifying such lower purchase price. Notwithstanding the foregoing,
however, no modification of an Option shall, without the consent of the
Optionee, alter or impair any rights or obligations under any Option previously
granted under the Plan.
2.12 Compliance with Securities Laws. Plan Shares shall not be issued
pursuant to the exercise of any Option unless the issuance and delivery of the
Plan Shares shall comply with all relevant provisions of state and federal law
(including without limitation (i) the Securities Act and the rules and
regulations promulgated thereunder and (ii) the requirements of any stock
exchange upon which the Plan Shares may then be listed) and shall be further
subject to the approval of counsel for the Company with respect to such
compliance. The Committee may also require an Optionee to furnish evidence
satisfactory to the Company, including without limitation a written and signed
representation letter and consent to be bound by any transfer restrictions
imposed by law, legend, condition, or otherwise, that the Plan Shares are being
acquired only for investment and without any present intention to sell or
distribute such Plan Shares in violation of any state or federal law, rule, or
regulation. Further, each Optionee shall consent to the imposition of a legend
on the certificate representing the Plan Shares issued pursuant to exercise of
an Option, restricting their transfer as required by law or this Section.
2.13 Acceleration in Certain Events. The Committee may accelerate the
exercisability of any Option in whole or in part at any time. Notwithstanding
the provisions of any Option agreement, the following provisions shall apply:
(a) Mergers and Reorganizations. If the Company or its
shareholders enter into an agreement to dispose of all or substantially all of
the assets or stock of the Company by means
<PAGE> 5
of a sale, merger, or other reorganization, liquidation or otherwise, each
outstanding Option shall become immediately exercisable with respect to the full
number of Plan Shares subject to such Option during the period commencing on the
effective date of the agreement to dispose of all or substantially all of the
assets or stock of the Company and ending on the date that (i) the disposition
of assets or stock contemplated by the agreement is consummated or (ii) the
Option is otherwise terminated in accordance with its terms or the provisions of
this Plan, whichever occurs first. Outstanding Options shall not become
immediately exercisable, however, if the transaction contemplated in the
agreement is a merger or reorganization in which the Company survives and the
shareholders of the Company who are shareholders on the date the Options in
question were granted shall continue to own at least fifty percent (50%) of the
total combined voting power of all classes of stock of the Company after the
transaction.
(b) Change in Control. In the event of a change in control or
threatened change in control of the Company, all Options granted prior to the
change in control or threatened change in control shall become immediately
exercisable. The term "change in control" for purposes of this Section refers to
the acquisition of fifteen percent (15%) or more of the voting securities of the
Company by any person or by persons acting as a group within the meaning of
Section 13(d)(3) of the Exchange Act (other than an acquisition by (i) a person
or group meeting the requirements of clauses (i) and (ii) of Rule 13d-1(b)(1)
promulgated under the Exchange Act or (ii) any employee pension benefit plan
(within the meaning of Section 3(2) of ERISA) of the Company or of its
Subsidiaries, including a trust established pursuant to such plan); provided
that no change in control or threatened change in control shall be deemed to
have occurred if (i) prior to the acquisition of, or offer to acquire, fifteen
percent (15%) or more of the voting securities of the Company, the Board has
adopted, by not less than two-thirds (2/3) vote, a resolution specifically
approving such acquisition or offer, or (ii) the acquisition consists of (A) a
transfer of the Company's voting securities by a person who is the beneficial
owner, directly or indirectly, of fifteen percent (15%) or more of the voting
securities of the Company (a "15 Percent Owner") to (1) a member of the 15
Percent Owner's immediate family (within the meaning of Rule 16a-1(e)
promulgated under the Exchange Act) either during the 15 Percent Owner's
lifetime or pursuant to the laws of descent and distribution; (2) any trust as
to which the 15 Percent Owner or a member (or members) of the 15 Percent Owner's
immediate family (within the meaning of Rule 16a-1(e) promulgated under the
Exchange Act) is the beneficiary; (3) any trust as to which the 15 Percent Owner
is the settlor with sole power to revoke; (4) any entity over which the 15
Percent Owner has the power, directly or indirectly, to direct or cause the
direction of the management and policies of the entity, whether through the
ownership of voting securities, by contract or otherwise; or (5) any charitable
trust, foundation or corporation under Section 501(c)(3) of the Code that is
funded by the 15 Percent Owner; or (B) the acquisition of voting securities of
the Company by either (i) a 15 Percent Owner or (ii) a person, trust or other
entity described in the foregoing clauses (A)(1)-(5) of this Section. The term
"person" for purposes of this Section refers to an individual or a corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. Whether a change in control is threatened shall be
determined solely by the Board.
2.14 Employment of Optionee. Nothing in the Plan or in any Option shall
confer upon any
<PAGE> 6
Employee any right to continued employment by the Company or any Subsidiary or
limit in any way the right of the Company or any Subsidiary at any time to
terminate or alter the terms of that employment.
2.15 Termination of Employment.
(a) If an Optionee ceases to be employed by the Company or a
Subsidiary for any reason other than death or for Cause, any Option held by the
Optionee shall be exercisable by the Optionee at any time prior to the
expiration date of the Option or prior to the date that is three (3) months (one
(1) year in the case of termination by reason of Permanent Disability) after the
date of termination, whichever is earlier, but only to the extent that the
Optionee had the right to exercise the Option on the date of termination.
(b) If an Optionee dies while employed by the Company or a
Subsidiary or within three (3) months after termination of employment, any
Option held by the Optionee shall be exercisable by the person or persons to
whom the Optionee's rights pass by will or by the laws of descent and
distribution at any time prior to the expiration date of the Option or prior to
the date that is one (1) year after the date of the Optionee's death, whichever
is earlier, but only to the extent that the Optionee had the right to exercise
the Option on the date of the Optionee's death.
(c) Effective with respect to Options granted after the
Effective Date, if an Optionee ceases to be employed by the Company or a
Subsidiary because the Optionee's employment with the Company or a Subsidiary is
terminated for Cause, any Option held by the Optionee shall automatically expire
on the date of such termination. If any facts that would constitute Cause for
termination or removal of an Optionee are discovered after the Optionee's
employment with the Company or a Subsidiary has ended, any Option then held by
the Optionee may be immediately terminated by the Committee.
2.16 Transferability of Awards. Except as may be agreed upon by the
Committee in accordance with this Section, Options shall not be transferable
other than by will or the laws of descent and distribution or, with respect to
Nonqualified Stock Options, pursuant to the terms of a qualified domestic
relations order as defined by the Code or Title I of ERISA, or the rules
thereunder, and, with respect to Incentive Stock Options, may be exercised
during the lifetime of an Optionee only by the Optionee or by his legally
authorized representative. The designation by an Optionee of a beneficiary shall
not constitute a transfer of the Option. The Committee may, in its discretion,
provide in an Option agreement that Nonqualified Stock Options may be
transferred to members of the Optionee's immediate family, trusts for the
benefit of such immediate family members, and partnerships in which such
immediate family members are the only partners, provided that there is no
consideration for the transfer.
ARTICLE III
ADMINISTRATION
3.1 Administration. The Plan shall be administered by a Committee of
not fewer than
<PAGE> 7
two members of the Board and each member shall be a "Non-Employee Director"
within the meaning of Rule 16b-3 promulgated under the Exchange Act and an
"outside director" within the meaning Section 162(m) of the Code and the
regulations issued pursuant thereto. Subject to the provisions of the Plan, the
Committee shall have the sole discretion and authority to determine from time to
time the Employees to whom Options shall be granted and the number of Plan
Shares subject to each Option, to interpret the Plan, to prescribe, amend and
rescind any rules and regulations necessary or appropriate for the
administration of the Plan, to determine and interpret the details and
provisions of each Option agreement, to modify or amend any Option agreement or
waive any conditions or restrictions applicable to any Options (or the exercise
thereof), and to make all other determinations necessary or advisable for the
administration of the Plan. The Board may from time to time remove members from,
or add members to, the Committee. Vacancies on the Committee, howsoever caused,
shall be filled by the Board. The Committee shall select one of its members as
Chairman, and shall hold meetings at such times and places as it may determine.
Actions by a majority of the Committee members at which a quorum is present, or
actions reduced to or approved in writing by a majority of the Committee members
shall be the valid actions of the Committee. No Committee member shall be liable
for any action or determination made in good faith with respect to the Plan or
any Option granted under it.
3.2 Indemnification of Committee. In addition to such other rights of
indemnification as they may have as members of the Board or the Committee,
Committee members shall be indemnified by the Company against the reasonable
expenses, including attorneys' fees actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a part by reason of
any action taken or failure to act under or in connection with the Plan or any
Option thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that a Committee member is liable
for negligence or misconduct in the performance of such member's duties;
provided, that within sixty (60) days after institution of any such action, suit
or proceeding the Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.
ARTICLE IV
INCENTIVE STOCK OPTIONS
4.1 Terms and Conditions. The terms and conditions of Options granted
under this Article may differ from one another as the Committee shall, in its
discretion, determine, as long as all Options granted under this Article satisfy
the requirements of this Article.
4.2 Purchase Price. The purchase price for Plan Shares acquired
pursuant to the exercise, in whole or in part, of any Option granted under this
Article shall not be less than the Fair Market Value of the Plan Shares on the
date of grant.
<PAGE> 8
4.3 Duration of Options. Each Option granted pursuant to this Article
and all rights thereunder shall expire on the date determined by the Committee,
but in no event shall the Option be exercisable after the expiration of ten (10)
years from the date of grant. In addition, each Option shall be subject to early
termination as provided elsewhere in the Plan.
4.4 Ten Percent Shareholders. Any Option granted pursuant to this
Article to an individual who, at the time the Option is granted, owns shares
possessing more than ten (10) percent of the total combined voting power of all
classes of stock of the Company or any Subsidiary shall meet the following
conditions: (i) the purchase price for Plan Shares acquired pursuant to the
exercise, in whole or in part, of the Option shall not be less than one hundred
ten percent (110%) of the Fair Market Value of the Plan Shares on the date of
grant; and (ii) the Option shall not be exercisable after the expiration of five
(5) years from the date of grant.
4.5 Maximum Amount of Options First Exercisable in Any Calendar Year.
The aggregate Fair Market Value of Plan Shares (determined on the date the
Option is granted) with respect to which Options issued under this Article are
exercisable for the first time by any Optionee during any calendar year under
all incentive stock option plans of the Company and its Subsidiaries shall not
exceed $100,000. Any portion of an Option granted hereunder in excess of the
foregoing limit shall be considered granted pursuant to Article IV.
4.6 Individual Option Agreements. Each Optionee receiving Options
pursuant to this Article shall be required to enter into a written Option
agreement with the Company. In such Option agreement, the Optionee shall agree
to be bound by the terms and conditions of the Plan, the Options granted
hereunder, and such other matters as the Committee deems appropriate.
ARTICLE V
NONQUALIFIED STOCK OPTIONS
5.1 Terms and Conditions of Options. The terms and conditions of
Options granted under this Article may differ from one another as the Committee
shall, in its discretion, determine, as long as all Options granted under this
Article satisfy the requirements of this Article.
5.2 Purchase Price. Effective with respect to Options granted after the
Effective Date, the purchase price for Plan Shares acquired pursuant to the
exercise, in whole or in part, of any Option granted under this Article shall
not be less than the Fair Market Value of the Plan Shares on the date of grant.
5.3 Duration of Options. Each Option granted pursuant to this Article
and all rights thereunder shall expire on the date determined by the Committee,
but in no event shall the Option be exercisable after the expiration of ten (10)
years from the date of grant. In addition, each Option shall be subject to early
termination as provided elsewhere in the Plan.
5.4 Individual Option Agreements. Each Optionee receiving Options
pursuant to this Article shall be required to enter into a written Option
agreement with the Company. In such Option
<PAGE> 9
agreement, the Optionee shall agree to be bound by the terms and conditions of
the Plan, the Options granted hereunder, and such other matters as the Committee
deems appropriate.
ARTICLE VI
TERMINATION, AMENDMENT AND ADJUSTMENT
5.1 Term of Plan. The Plan shall terminate on the date that is one day
prior to the tenth (10th) anniversary of the Plan's effective date and no
Options shall be granted under the Plan thereafter.
5.2 Amendment of the Plan. The Board may from time to time, with
respect to any Plan Shares at the time not subject to Options, suspend or
discontinue the Plan or revise or amend it in any respect whatsoever; provided,
that no amendment or revision may be made without the approval of the
shareholders of the Company if such approval is required under the Code, Rule
16b-3 promulgated under the Exchange Act or any other applicable law or rule. No
amendment, suspension, or termination of the Plan shall, without the consent of
the Optionee who has received an Option hereunder, alter or impair any of that
Optionee's rights or obligations under any Option granted prior to that
amendment, suspension, or termination.
5.3 Capital Adjustments Affecting Stock. In the event of a capital
adjustment to the outstanding Common Stock of the Company resulting from a stock
dividend, stock split, reorganization, merger, consolidation, or a combination
or exchange of shares, the number of shares of Common Stock subject to this Plan
and the number of Plan Shares under Option shall be adjusted consistent with
such capital adjustment. The granting of an Option hereunder shall not affect in
any way the right or power of the Company to make adjustments, reorganizations,
reclassifications, or changes of its capital or business structure or to merge,
consolidate, dissolve, liquidate, or sell or transfer all or any part of its
business assets.
ARTICLE VII
DEFINITIONS
7.1 Definitions. As used herein, the following terms have the meanings
hereinafter set forth unless the context clearly indicates to the contrary:
"Board" means the Board of Directors of the Company.
"Cause" has the meaning set forth in an Employee's written employment
agreement with the Company or a Subsidiary; provided, that with respect to an
Employee that does not have such a written agreement with the Company or a
Subsidiary, Cause shall be determined in accordance with the policies and
procedures of the Company or a Subsidiary.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Committee appointed in accordance with Section
2.1.
<PAGE> 10
"Common Stock" means the Common Stock, par value $0.10 per share, of
the Company or, in the event that the outstanding shares of such Common Stock
are hereafter changed into or exchanged for shares of a different stock or
security of the Company or some other corporation, such other stock or security.
"Company" means TCA Cable TV, Inc., a Texas corporation.
"Employee" means an employee (within the meaning of Section 3401(c) of
the Code and the regulations thereunder) of the Company or of any Subsidiary of
the Company that adopts the Plan, including officers.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means such value as determined by the Committee on
the basis of such factors as it deems appropriate; provided, that if the Common
Stock is traded on a national securities exchange or transactions in the Common
Stock are quoted on the Nasdaq National Market System, such value as shall be
determined by the Committee on the basis of the reported sales prices for the
Common Stock on the date for which such determination is relevant, as reported
on the national securities exchange or the Nasdaq National Market System, as the
case may be. If the Common Stock is not listed and traded upon a recognized
securities exchange or on the Nasdaq National Market System, the Committee shall
make a determination of Fair Market Value on a reasonable basis which may
include the mean between the closing bid and asked quotations for such stock on
the date for which such determination is relevant (as reported by a recognized
stock quotation service) or, in the event that there shall be no bid or asked
quotations on the date for which such determination is relevant, then on the
basis of the mean between the closing bid and asked quotations on the date
nearest preceding the date for which such determination is relevant for which
such bid and asked quotations were available.
"Incentive Stock Option" means an Option granted pursuant to Article
III.
"Nonqualified Stock Option" means an Option granted pursuant to Article
IV.
"Option" means an Incentive Stock Option or a Nonqualified Stock
Option.
"Optionee" means an Employee to whom an Option has been granted
hereunder.
"Permanent Disability" has the meaning provided for that term in
Section 22(e)(3) of the Code.
"Plan" means the TCA Cable TV, Inc. Amended and Restated Incentive
Stock Option Plan, as set forth herein and as amended from time to time.
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"Plan Shares" means shares of Common Stock issuable pursuant to the
Plan.
"Securities Act" means the Securities Act of 1933, as amended.
"Subsidiary" means a subsidiary corporation of the Company, as defined
in Section 424(f) of the Code.
"Tax Date" means the date on which the amount of tax to be withheld is
determined.
