<PAGE> 1
As filed with the Securities and Exchange Commission on July 27, 1999.
Registration No. 333-82567
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
---------------
TCA CABLE TV, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1798185
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
3015 SSE Loop 323
Tyler, Texas 75701
(Address of principal executive offices)
---------------
<TABLE>
<S> <C>
COPY TO:
FRED R. NICHOLS JAMES S. RYAN, III
3015 SSE Loop 323 Jackson Walker L.L.P.
Tyler, Texas 75713-0489 901 Main Street
(Name and address of agent for service of agent for service) Suite 6000
Dallas, Texas 75202
(903) 595-3701
(Telephone number, including area code,
of agent for service)
</TABLE>
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed Proposed Maximum
Title of Amount Maximum Aggregate Offering Amount of
Securities to be Offering Price Price (1) Registration
to be Registered Registered Per Share (1) Fee (1)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 1,628,340 shares $58.71875 $95,614,089.37 $26,580.72(2)
=======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), and Rule 457(o), the offering price and
registration fee are based on a price of $58.71875 per share, which
price is an average of the high and low prices of the Common Stock on
the National Association of Securities Dealers Automated Quotation
National Market System on July 23, 1999.
(2) The amount of $25,364.14 was previously paid.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE> 2
PROSPECTUS
TCA CABLE TV, INC.
1,628,340 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of up to 1,628,340 shares
(the "Shares") of common stock, par value $0.10 per share (the "Common Stock")
of TCA Cable TV, Inc. (the "Company"), issued pursuant to the provisions of
various Agreements and Plans of Reorganization (the "Agreements") by and among
the Company and the individuals and entities listed therein (the "Selling
Shareholders").
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 July 23, 1999, the last
reported sale price of the Common Stock, as reported on the Nasdaq/NMS, was
$58.96875.
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 in connection with this Offering.
-----------------
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 July 27, 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) Definitive 14 A Proxy Statement of the Company filed with the
Commission on July 8, 1999; and
(iv) Description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (No. 2-75516) and Registration
Statement on Form 8-A (No. 2-88892), effective as of March 17, 1984.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this 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 Shares issued to certain
Shareholders pursuant to the Agreements.
The table below sets forth information concerning the Common Stock
owned by the following Selling Shareholders, none of whom has, or within the
past three years has had, any position, office or other material relationship
with the Company or any of its predecessors or affiliates:
<TABLE>
<CAPTION>
OWNERSHIP OF COMMON COMMON STOCK OFFERED FOR AMOUNT AND PERCENTAGE OF
NAME STOCK PRIOR TO OFFERING SELLING SHAREHOLDERS CLASS AFTER OFFERING(1)
- ---- ----------------------- ------------------------ ------------------------
<S> <C> <C> <C>
WEHCO Video, Inc. 168,000 168,000 *
John Muraglia 385,480 385,480 *
Dale Hoffman 73,016 73,016 *
Conover Hartin, III 29,673 29,673 *
Lola H. McDaniel 486,085 486,085 *
The Estate of Moran K. McDaniel 486,086 486,086 *
</TABLE>
3
<PAGE> 5
- ------------------------------
* Indicates shares held are less than 1% of class.
(1) Based on 49,867,436 shares of Common Stock outstanding on July 2, 1999.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock hereby.
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.
No underwriter is being utilized in connection with this offering. The
Company will pay all expenses incurred in connection with this Offering.
4
<PAGE> 6
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.
EXPERTS
The consolidated financial statements of TCA as of and for the year
ended October 31, 1998, have been incorporated by reference in this Registration
Statement in reliance on the report of KPMG LLP, independent certified public
accountants, incorporated by referenced herein, and upon the authority of said
firm as experts in accounting and auditing. The consolidated financial
statements as of October 31, 1997 and for each of the two years in the period
ended October 31, 1997 incorporated in this Registration Statement by reference
to the Annual Report on Form 10-K for the year ended October 31, 1998, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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 of the Company's Articles of
Incorporation and Article VII, Section 8 of the Company's Bylaws, 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. In general, 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 to the Company or its
shareholders for monetary damages for an act or omission in the director's
capacity 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
5
<PAGE> 7
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.
6
<PAGE> 8
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................................................................4
Plan of Distribution...........................................................4
Legal Matters..................................................................5
Experts........................................................................5
Indemnification................................................................5
</TABLE>
- --------------------------------------------------------------------------------
1,628,340 Shares
Common Stock
TCA CABLE TV, INC.
July 27, 1999
7
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be incurred in connection with the issuance
and distribution of the Common Stock covered by this Registration Statement are
as follows:
<TABLE>
<S> <C>
Registration Fee...................................................... $ 26,580.72
Printer Expenses...................................................... $ 1,000.00
Accounting Fees and Expenses.......................................... -0-
Legal Fees and Expenses............................................... $ 3,000.00
Miscellaneous......................................................... -0-
Total................................................................. $ 30,580.72
</TABLE>
ITEM 15. 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. In general, 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 to the Company or its
shareholders for monetary damages for an act or omission in the director's
capacity 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.
1
<PAGE> 10
ITEM 16. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein by
reference.
Exhibit
Number Description of Exhibit
1 None.
2 Agreement and Plan of Merger dated May 11, 1999 by and among
Cox Communications, Inc., Cox Classic Cable, Inc. and the
Registrant.(5)
4(a) Articles of Incorporation of the Registrant.(1)
4(b) Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4(c) Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4(d) Articles of Amendment to Articles of Incorporation of the
Registrant.(3)
4(e) Articles of Amendment to Articles of Incorporation of the
Registrant.+
4(f) Amended and Restated Bylaws of the Registrant.(4)
4(g) Form of Stock Certificate.(1)
4(h) Voting Agreement dated as of May 11, 1999, by and among the
Registrant, Cox Communications, Inc. and certain Shareholders
of the Registrant.(5)
4(i) Form of First Amendment to the Rights Agreement dated as of
January 15, 1998, by and between the Registrant and
ChaseMellon Securities Services, L.L.C.(5)
5 Opinion of Jackson Walker L.L.P.*
8 None.
12 None.
15 None.
23(a) Consent of KPMG LLP *
2
<PAGE> 11
23(b) Consent of PricewaterhouseCoopers LLP*
23(c) Consent of Jackson Walker L.L.P. (included in its opinion
filed as Exhibit 5 to this Registration Statement).*
24 None.
25 None.
26 None.
27 None.
99(a) Agreement and Plan of Reorganization among Morrilton Video,
Inc., WEHCO Video, Inc. Morrilton Acquisition, Inc. and the
Registrant.+
99(b) Agreement and Plan of Reorganization among Cablevision of
Pflugerville, Inc., John Muraglia, Dale Hoffman, Conover
Hartin, III, Lola H. McDaniel, the Estate of Moran K. McDaniel
and the Registrant.+
99(c) Agreement and Plan of Reorganization among Williamson County
Cablevision Company, John Muraglia, Dale Hoffman, Lola H.
McDaniel, the Estate of Moran K. McDaniel and the Registrant.+
99(d) Agreement and Plan of Reorganization among Cablevision of
Leander, Inc., John Muraglia, Dale Hoffman, Lola H. McDaniel,
the Estate of Moran K. McDaniel and the Registrant.+
99(e) Form of Amendment No. 1 to Agreement and Plan of
Reorganization among Cablevision of Pflugerville, Inc., John
Muraglia, Dale Hoffman, Conover Hartin, III, Lola H. McDaniel,
the Estate of Moran K. McDaniel and the Registrant.*
99(f) Form of Amendment No. 1 to Agreement and Plan of
Reorganization among Williamson County Cablevision Company,
John Muraglia, Dale Hoffman, Lola H. McDaniel, the Estate of
Moran K. McDaniel and the Registrant.*
99(g) Form of Amendment No. 1 to Agreement and Plan of
Reorganization among Cablevision of Leander, Inc., John
Muraglia, Dale Hoffman, Lola H. McDaniel, the Estate of Moran
K. McDaniel and the Registrant.*
- -----------------
* Filed herewith.
+ Previously filed as an exhibit to Company's Registration Statement on
Form S-3 (File No. 333-82567) filed July 9, 1999.
3
<PAGE> 12
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1, File No. 2-75516 dated as of March 16, 1982 and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-8, File No. 33-21901 dated as of March 16, 1988,
and incorporated herein by reference.
(3) Previously filed as an exhibit to Registrant's Form 10-K for the fiscal
year ended October 31, 1993, filed January 27, 1994 and incorporated by
reference herein.
(4) Previously filed as an exhibit to Registrant's Form 10-K for the fiscal
year ended October 31, 1997 filed January 27, 1998 and incorporated by
reference herein.
(5) Previously filed as an exhibit to Registrant's Form 10-K filed May 11,
1999 and incorporated by reference herein.
ITEM 17. 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;
(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 a prospectus filed with the Commission pursuant
to Rule 424(b) (ss. 230.424(b)) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic
4
<PAGE> 13
reports filed by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 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.
5
<PAGE> 14
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-3 and has duly caused this
Amendment No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tyler, State of Texas on
the 27th day of July, 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)
<PAGE> 15
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* Chairman of the Board, Chief July 27, 1999
- ------------------------------------ Executive Officer and President
Fred R. Nichols (Principal Executive Officer)
/s/ Jimmie F. Taylor Vice President, Chief Financial July 27, 1999
- ------------------------------------ Officer and Treasurer
Jimmie F. Taylor (Principal Accounting and Financial Officer)
/s/ Fred W. Smith* Director July 27, 1999
- ------------------------------------
Fred W. Smith
/s/ Wayne J. McKinney* Director July 27, 1999
- ------------------------------------
Wayne J. McKinney
/s/ Ben R. Fisch, M.D.* Director July 27, 1999
- ------------------------------------
Ben R. Fisch, M.D.
/s/ Randall K. Rogers* Director July 27, 1999
- ------------------------------------
Randall K. Rogers
/s/ A. W. Riter, Jr.* Director July 27, 1999
- ------------------------------------
A. W. Riter, Jr.
/s/ James F. Ackerman* Director July 27, 1999
- ------------------------------------
James F. Ackerman
/s/ Darrel Campbell* Director July 27, 1999
- ------------------------------------
Darrel Campbell
/s/ Robert B. Holland, III* Director July 27, 1999
- ------------------------------------
Robert B. Holland, III
/s/ Michael Shannon* Director July 27, 1999
- ------------------------------------
Michael Shannon
By: /s/ Jimmie F. Taylor* July 27, 1999
- ------------------------------------
Jimmie F. Taylor,
Attorney-in-Fact
</TABLE>
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
1 None.
2 Agreement and Plan of Merger dated May 11, 1999 by and among
Cox Communications, Inc., Cox Classic Cable, Inc. and the
Registrant.(5)
4(a) Articles of Incorporation of the Registrant.(1)
4(b) Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4(c) Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4(d) Articles of Amendment to Articles of Incorporation of the
Registrant.(3)
4(e) Articles of Amendment to Articles of Incorporation of the
Registrant.+
4(f) Amended and Restated Bylaws of the Registrant.(4)
4(g) Form of Stock Certificate.(1)
4(h) Voting Agreement dated as of May 11, 1999, by and among the
Registrant, Cox Communications, Inc. and certain Shareholders
of the Registrant.(5)
4(i) Form of First Amendment to the Rights Agreement dated as of
January 15, 1998, by and between the Registrant and
ChaseMellon Securities Services, L.L.C.(5)
5 Opinion of Jackson Walker L.L.P.*
8 None.
12 None.
15 None.
23(a) Consent of KPMG LLP*
23(b) Consent of PricewaterhouseCoopers LLP*
23(c) Consent of Jackson Walker L.L.P. (included in its opinion
filed as Exhibit 5 to this Registration Statement).*
24 None.
25 None.
</TABLE>
<PAGE> 17
<TABLE>
<S> <C>
26 None.
27 None.
99(a) Agreement and Plan of Reorganization among Morrilton Video,
Inc., WEHCO Video, Inc. Morrilton Acquisition, Inc. and the
Registrant.+
99(b) Agreement and Plan of Reorganization among Cablevision of
Pflugerville, Inc., John Muraglia, Dale Hoffman, Conover
Hartin, III, Lola H. McDaniel, the Estate of Moran K. McDaniel
and the Registrant.+
99(c) Agreement and Plan of Reorganization among Williamson County
Cablevision Company, John Muraglia, Dale Hoffman, Lola H.
McDaniel, the Estate of Moran K. McDaniel and the Registrant.+
99(d) Agreement and Plan of Reorganization among Cablevision of
Leander, Inc., John Muraglia, Dale Hoffman, Lola H. McDaniel,
the Estate of Moran K. McDaniel and the Registrant.+
99(e) Form of Amendment No. 1 to Agreement and Plan of
Reorganization among Cablevision of Pflugerville, Inc., John
Muraglia, Dale Hoffman, Conover Hartin, III, Lola H. McDaniel,
the Estate of Moran K. McDaniel and the Registrant.*
99(f) Form of Amendment No. 1 to Agreement and Plan of
Reorganization among Williamson County Cablevision Company,
John Muraglia, Dale Hoffman, Lola H. McDaniel, the Estate of
Moran K. McDaniel and the Registrant.*
99(g) Form of Amendment No. 1 to Agreement and Plan of
Reorganization among Cablevision of Leander, Inc., John
Muraglia, Dale Hoffman, Lola H. McDaniel, the Estate of Moran
K. McDaniel and the Registrant.*
</TABLE>
- --------------
* Filed herewith.
+ Previously filed as an exhibit to Company's Registration Statement on
Form S-3 (File No. 333-82567) filed July 9, 1999.
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1, File No. 2-75516 dated as of March 16, 1982 and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-8, File No. 33-21901 dated as of March 16, 1988,
and incorporated herein by reference.
(3) Previously filed as an exhibit to Registrant's Form 10-K for the fiscal
year ended October 31, 1993, filed January 27, 1994 and incorporated by
reference herein.
(4) Previously filed as an exhibit to Registrant's Form 10-K for the fiscal
year ended October 31, 1997 filed January 27, 1998 and incorporated by
reference herein.
(5) Previously filed as an exhibit to Registrant's Form 10-K filed May 11,
1999 and incorporated by reference herein.
<PAGE> 1
EXHIBIT 5
OPINION OF JACKSON & WALKER, L.L.P.
<PAGE> 2
July 27, 1999
TCA Cable TV, Inc.
3015 SSE Loop 323
Tyler, Texas 75713-0489
Re: Registration Statement on Form S-3, as amended, 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 1,628,340 shares
of the Company's Common Stock, par value $0.10 per share (the "Shares") by
certain Selling Shareholders. The Selling Shareholders acquired the Shares
pursuant to (i) the Agreement and Plan of Reorganization, among Morrilton Video,
Inc., WEHCO Video, Inc., Morrilton Acquisition, Inc. and the Company, (ii) the
Agreement and Plan of Reorganization, as amended, among Cablevision of
Pflugerville, Inc., John Muraglia, Dale Hoffman, Conover Hartin, III, Lola H.
McDaniel, the Estate of Moran K. McDaniel and the Company, (iii) the Agreement
and Plan of Reorganization, as amended, among Williamson County Cablevision
Company, John Muraglia, Dale Hoffman, Lola H. McDaniel, the Estate of Moran K.
McDaniel and the Company, and (iv) the Agreement and Plan of Reorganization, as
amended, among Cablevision of Leander, Inc., John Muraglia, Dale Hoffman, Lola
H. McDaniel, the Estate of Moran K. McDaniel and the Company (the "Agreements").
Amendment No 1 to a Registration Statement on Form S-3 covering the offering and
sale of the Shares (the "Registration Statement") is expected to be filed with
the Securities and Exchange 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 Articles of Incorporation, as amended, and the Bylaws of the
Company and a copy of the Agreement. In making the foregoing examinations, we
have assumed the genuineness of all signatures on original documents, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us.
Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the laws of the State of Texas and the
federal laws of the United States of America, it is our opinion that the Shares,
when sold by Selling Shareholders will be validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Jackson & Walker, L.L.P.
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
TCA Cable TV, Inc.
We consent to the incorporation herein 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
July 26, 1999
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 15, 1998, relating to the
consolidated financial statements as of October 31, 1997 and for each of the two
years in the period ended October 31, 1997 which appears in TCA Cable TV, Inc's
Annual Report on Form 10-K for the year ended October 31, 1998. We also consent
to the references under the headings "Experts" in such Registration Statement.
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
July 26, 1999
<PAGE> 1
EXHIBIT 99(e)
FORM OF AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION
AMONG CABLEVISION OF PFLUGERVILLE, INC.,
JOHN MURAGLIA, DALE HOFFMAN, CONOVER HARTIN, III, LOLA H. MCDANIEL,
THE ESTATE OF MORAN K. MCDANIEL AND THE REGISTRANT
<PAGE> 2
EXHIBIT 99(e)
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF REORGANIZATION
This Amendment No. 1 (this "Amendment") dated as of July __, 1999 is
entered into by and among Cablevision of Pflugerville, Inc., a Texas corporation
("Target"), John Muraglia, Dale Hoffman, Conover Hartin III, Lola H. McDaniel
and the Estate of Moran K. McDaniel, Deceased, by and through its Co-Executors,
Melissa Lyons Gardner and Mark A. Lyons (the "Shareholders"), TCA Cable TV of
Central Texas, Inc., a Texas corporation ("Sub"), and TCA Cable TV, Inc., a
Texas corporation ("Parent"). All capitalized terms used in this Amendment that
are not defined herein shall have the meanings set forth in the Agreement (as
defined below).
WITNESSETH:
WHEREAS, the parties hereto entered into that certain Agreement and
Plan of Reorganization dated effective as of June 25, 1999 (the "Agreement");
WHEREAS, the parties desire to revise the form of the Merger so that
Sub merges with and into Target in exchange for shares of TCA Stock;
WHEREAS, the Merger was intended to qualify as a reorganization within
the meaning of Section 368(a) of the Code pursuant to the provisions governing
forward triangular mergers; and
WHEREAS, the parties now desire that the Merger qualify as a
reorganization within the meaning of Section 368(a) of the Code pursuant to the
provisions governing reverse triangular mergers.
NOW THEREFORE, in consideration of the mutual representations,
warranties and covenants contained herein, and on the terms and subject to the
conditions set forth herein, the parties agree as follows:
A. AMENDMENT TO AGREEMENT. The Agreement is hereby amended as follows:
1. Article 1, Section 1.01 of the Agreement is deleted in its
entirety and replaced with the following:
"Subject to the terms and conditions of this Agreement, Sub
shall be merged into Target and the separate existence of Sub shall
thereupon cease, in accordance with the applicable provisions of the
laws of the State of Texas."
"Target will be the surviving corporation in the Merger
(sometimes referred to herein as the "Surviving Corporation") and will
continue to be governed by the laws of the State of Texas, and the
separate existence of Target and all of its rights, privileges,
immunities and franchises, public or private, and all its duties and
liabilities as a corporation organized under the laws of the State of
Texas and other applicable laws, will continue unaffected by the
Merger."
<PAGE> 3
"On the date which the duly executed Articles of Merger are
filed with the Secretary of State of Texas (the "Effective Time"), by
virtue of the Merger and without any action on the part of any holder
of any capital stock of Target, and without any action on the part of
any holder of any capital stock of Sub, as consideration for the
Closing Shares, all outstanding capital stock of Sub of any kind or
nature shall be converted into 10,000 shares of the common stock of the
Surviving Corporation, which shares shall constitute all of the issued
and outstanding capital stock of the Surviving Corporation and shall be
owned by Parent."
"For the purposes of this Agreement, (i) the term "Closing"
shall mean the closing of the Merger and the other transactions
contemplated by this Agreement at such time and place as shall be
mutually agreed upon in writing by all of the parties hereto, and (ii)
the term "Closing Date" shall mean such date as may be decided solely
by the Shareholders by written notice to Parent and Sub, provided that
approvals required by Sections 8.06 and 8.07 have been obtained."
2. Article 1, Section 1.02(a) of the Agreement is deleted in its
entirety and replace with the following:
(a) Preliminary Merger Consideration. The value of the consideration to
be paid by Parent to the Shareholders (the "Preliminary Merger Consideration")
shall be $29,673,000, which shall be paid by delivery of 593,460 shares of TCA
Stock of Parent, valued for such purposes at $50.00 per share (the "Closing
Shares"). A reasonable amount of the Preliminary Merger Consideration is
allocated by the parties to the Noncompetition Agreement referred to in Section
2.01 (a) hereof. Except as set forth in Section 1.01 above, following the
Effective Time, no Shares of Target shall be deemed to be outstanding or to have
any rights other than those rights set forth in this Section 1.02 and in Section
1.03 hereof. The Preliminary Merger Consideration set forth in this Section
1.02(a) shall be subject to adjustment as described in Section 1.02(b).
3. Article 1, Section 1.04 of the Agreement is deleted in its
entirety and replaced with the following:
"Section 1.04 Tax Status of Merger. The Merger and the transfer of the
Closing Shares to the Shareholders contemplated by this Agreement are
intended by the parties to qualify as a tax-free reorganization under
Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, and each of the
parties hereto agrees to act with respect to the Stock and the Closing
Shares, as applicable, and take such other steps, including the proper
filing of plans of reorganization and articles of merger, as shall be
necessary to insure the tax-free status of the transaction under such
Code sections and the underlying regulations."
4. Any inconsistencies in the provisions of this Amendment and the
Agreement shall be governed by the provisions of this Amendment.
<PAGE> 4
B. MISCELLANEOUS.
1. Except as amended hereby, the Agreement shall remain in
full force and effect and is hereby ratified and confirmed in all
respects. No waiver of any term or provision of the Agreement contained
in this Amendment shall be construed as a further or continuing waiver
of such term or provision or any other term of provision of the
Agreement. On and after the effectiveness of the amendment to the
Agreement accomplished hereby, each reference in the Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like import,
and each reference to the Agreement in any agreement, document or
instrument executed and delivered pursuant to the Agreements, shall be
deemed a reference to the Agreement, as amended hereby.
2. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
EXECUTED as of the dates set forth below to be effective as of the date
first above written.
TCA CABLE TV, INC., a Texas corporation
Date: By:
-------------------------- -----------------------------------------
Name: Robert A. Roseman
Title: Vice President Business Development
TCA CABLE TV OF CENTRAL TEXAS, INC.,
a Texas corporation
Date: By:
-------------------------- -----------------------------------------
Name: Jeffrey W. Brown
Title: Secretary and General Counsel
<PAGE> 5
CABLEVISION OF PFLUGERVILLE, INC.,
a Texas corporation
Date: By:
-------------------------- -----------------------------------------
Name: Dale Hoffman
Title: President
SHAREHOLDERS
Date: By:
-------------------------- -----------------------------------------
Name: John Muraglia
Date: By:
-------------------------- -----------------------------------------
Name: Dale Hoffman
Date: By:
Name: Conover Hartin, III
Date: By:
-------------------------- -----------------------------------------
Name: Lola H. McDaniel
The Estate of Moran K. McDaniel
Date: By:
-------------------------- -----------------------------------------
Name: Melissa Lyons Gardner
Title: Co-Executor
Date: By:
-------------------------- -----------------------------------------
Name: Mark A. Lyons
Title: Co-Executor
<PAGE> 1
EXHIBIT 99(f)
FORM OF AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION
AMONG WILLIAMSON COUNTY CABLEVISION COMPANY,
JOHN MURAGLIA, DALE HOFFMAN, LOLA H. MCDANIEL,
THE ESTATE OF MORAN K. MCDANIEL AND THE REGISTRANT
<PAGE> 2
EXHIBIT 99(f)
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF REORGANIZATION
This Amendment No. 1 (this "Amendment") dated as of July __, 1999 is
entered into by and among Williamson County Cablevision Company, a Texas
corporation ("Target"), John Muraglia, Dale Hoffman, Lola H. McDaniel and the
Estate of Moran K. McDaniel, Deceased, by and through its Co-Executors, Melissa
Lyons Gardner and Mark A. Lyons (the "Shareholders"), TCA Cable TV of Central
Texas, Inc., a Texas corporation ("Sub"), TCA Cable TV, Inc., a Texas
corporation ("Parent") and TCA Cable TV of Central Texas III, Inc. ("Cable
III"). All capitalized terms used in this Amendment that are not defined herein
shall have the meanings set forth in the Agreement (as defined below).
WITNESSETH:
WHEREAS, Target, Shareholders, Sub and Parent entered into that certain
Agreement and Plan of Reorganization dated effective as of June 25, 1999 (the
"Agreement");
WHEREAS, the parties have agreed that Sub shall have the right to
assign its rights and obligations under the Agreement to Cable III and Cable III
shall assume the rights and obligations of Sub under the Agreement;
WHEREAS, the parties desire to revise the form of the Merger so that
Cable III merges with and into Target in exchange for shares of TCA Stock;
WHEREAS, the Merger was intended to qualify as a reorganization within
the meaning of Section 368(a) of the Code pursuant to the provisions governing
forward triangular mergers; and
WHEREAS, the parties now desire that the Merger qualify as a
reorganization within the meaning of Section 368(a) of the Code pursuant to the
provisions governing reverse triangular mergers.
NOW THEREFORE, in consideration of the mutual representations,
warranties and covenants contained herein, and on the terms and subject to the
conditions set forth herein, the parties agree as follows:
A. ASSIGNMENT FROM SUB TO CABLE III.
1. Sub hereby assigns all of its rights and obligations under the
Agreement to Cable III, and Cable III hereby assumes the rights and obligations
of Sub under the Agreement (the "Assignment"). Notwithstanding the provisions of
Section 12.07 of the Agreement regarding assignments, Target, Shareholders and
Parent hereby consent to the Assignment.
<PAGE> 3
B. AMENDMENT TO AGREEMENT. The Agreement is hereby amended as follows:
1. Article 1, Section 1.01 of the Agreement is deleted in its
entirety and replaced with the following:
"Subject to the terms and conditions of this Agreement, Cable III shall
be merged into Target and the separate existence of Cable III shall thereupon
cease, in accordance with the applicable provisions of the laws of the State of
Texas."
"Target will be the surviving corporation in the Merger
(sometimes referred to herein as the "Surviving Corporation") and will
continue to be governed by the laws of the State of Texas, and the
separate existence of Target and all of its rights, privileges,
immunities and franchises, public or private, and all its duties and
liabilities as a corporation organized under the laws of the State of
Texas and other applicable laws, will continue unaffected by the
Merger."
"On the date which the duly executed Articles of Merger are
filed with the Secretary of State of Texas (the "Effective Time"), by
virtue of the Merger and without any action on the part of any holder
of any capital stock of Target, and without any action on the part of
any holder of any capital stock of Cable III, as consideration for the
Closing Shares, all outstanding capital stock of Cable III of any kind
or nature shall be converted into 10,000 shares of the common stock of
the Surviving Corporation, which shares shall constitute all of the
issued and outstanding capital stock of the Surviving Corporation and
shall be owned by Parent."
"For the purposes of this Agreement, (i) the term "Closing"
shall mean the closing of the Merger and the other transactions
contemplated by this Agreement at such time and place as shall be
mutually agreed upon in writing by all of the parties hereto, and (ii)
the term "Closing Date" shall mean such date as may be decided solely
by the Shareholders by written notice to Parent and Cable III, provided
that approvals required by Sections 8.06 and 8.07 have been obtained."
2. Article 1, Section 1.02(a) of the Agreement is deleted in its
entirety and replace with the following:
(a) Preliminary Merger Consideration. The value of the consideration to
be paid by Parent to the Shareholders (the "Preliminary Merger Consideration")
shall be $33,988,500, which shall be paid by delivery of 679,770 shares of TCA
Stock of Parent, valued for such purposes at $50.00 per share (the "Closing
Shares"). A reasonable amount of the Preliminary Merger Consideration is
allocated by the parties to the Noncompetition Agreement referred to in Section
2.01 (a) hereof. Except as set forth in Section 1.01 above, following the
Effective Time, no Shares of Target shall be deemed to be outstanding or to have
any rights other than those rights set forth in this Section 1.02 and in Section
1.03 hereof. The Preliminary Merger Consideration set forth in this Section
1.02(a) shall be subject to adjustment as described in Section 1.02(b).
<PAGE> 4
3. Article 1, Section 1.04 of the Agreement is deleted in its
entirety and replaced with the following:
"Section 1.04 Tax Status of Merger. The Merger and the transfer of the
Closing Shares to the Shareholders contemplated by this Agreement are
intended by the parties to qualify as a tax-free reorganization under
Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, and each of the
parties hereto agrees to act with respect to the Stock and the Closing
Shares, as applicable, and take such other steps, including the proper
filing of plans of reorganization and articles of merger, as shall be
necessary to insure the tax-free status of the transaction under such
Code sections and the underlying regulations."
4. Any inconsistencies in the provisions of this Amendment and
the Agreement shall be governed by the provisions of this Amendment.
C. MISCELLANEOUS.
1. Except as amended hereby, the Agreement shall remain in
full force and effect and is hereby ratified and confirmed in all
respects. No waiver of any term or provision of the Agreement contained
in this Amendment shall be construed as a further or continuing waiver
of such term or provision or any other term of provision of the
Agreement. On and after the effectiveness of the amendment to the
Agreement accomplished hereby, each reference in the Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like import,
and each reference to the Agreement in any agreement, document or
instrument executed and delivered pursuant to the Agreements, shall be
deemed a reference to the Agreement, as amended hereby.
2. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
<PAGE> 5
EXECUTED as of the dates set forth below to be effective as of the date
first above written.
TCA CABLE TV, INC., a Texas corporation
Date: By:
--------------------------- ------------------------------------------
Name: Robert A. Roseman
Title: Vice President - Business Development
TCA CABLE TV OF CENTRAL TEXAS III, INC.,
a Texas corporation
Date: By:
--------------------------- ------------------------------------------
Name: Jeffrey W. Brown
Title: Secretary and General Counsel
TCA CABLE TV OF CENTRAL TEXAS, INC.,
a Texas corporation
Date: By:
--------------------------- ------------------------------------------
Name: Jeffrey W. Brown
Title: Secretary and General Counsel
<PAGE> 6
WILLIAMSON COUNTY CABLEVISION
COMPANY, INC., a Texas corporation
Date: By:
--------------------------- ------------------------------------------
Name: Dale Hoffman
Title: President
SHAREHOLDERS
Date: By:
--------------------------- ------------------------------------------
Name: John Muraglia
Date: By:
--------------------------- ------------------------------------------
Name: Dale Hoffman
Date: By:
--------------------------- ------------------------------------------
Name: Lola H. McDaniel
The Estate of Moran K. McDaniel
Date: By:
--------------------------- ------------------------------------------
Name: Melissa Lyons Gardner
Title: Co-Executor
Date: By:
--------------------------- ------------------------------------------
Name: Mark A. Lyons
Title: Co-Executor
<PAGE> 1
EXHIBIT 99(g)
FORM OF AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION
AMONG CABLEVISION OF LEANDER, INC.,
JOHN MURAGLIA, DALE HOFFMAN, LOLA H. MCDANIEL,
THE ESTATE OF MORAN K. MCDANIEL AND THE REGISTRANT
<PAGE> 2
EXHIBIT 99(g)
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF REORGANIZATION
This Amendment No. 1 (this "Amendment") dated as of July __, 1999 is
entered into by and among Cablevision of Leander, Inc., a Texas corporation
("Target"), John Muraglia, Dale Hoffman, Lola H. McDaniel and the Estate of
Moran K. McDaniel, Deceased, by and through its Co-Executors, Melissa Lyons
Gardner and Mark A. Lyons (the "Shareholders"), TCA Cable TV of Central Texas,
Inc., a Texas corporation ("Sub"), TCA Cable TV, Inc., a Texas corporation
("Parent") and TCA Cable TV of Central Texas II, Inc. ("Cable II"). All
capitalized terms used in this Amendment that are not defined herein shall have
the meanings set forth in the Agreement (as defined below).
WITNESSETH:
WHEREAS, Target, Shareholders, Sub and Parent entered into that certain
Agreement and Plan of Reorganization dated effective as of June 25, 1999 (the
"Agreement");
WHEREAS, the parties have agreed that Sub shall have the right to
assign its rights and obligations under the Agreement to Cable II and Cable II
shall assume the rights and obligations of Sub under the Agreement;
WHEREAS, the parties desire to revise the form of the Merger so that
Cable II merges with and into Target in exchange for shares of TCA Stock;
WHEREAS, the Merger was intended to qualify as a reorganization within
the meaning of Section 368(a) of the Code pursuant to the provisions governing
forward triangular mergers; and
WHEREAS, the parties now desire that the Merger qualify as a
reorganization within the meaning of Section 368(a) of the Code pursuant to the
provisions governing reverse triangular mergers.
NOW THEREFORE, in consideration of the mutual representations,
warranties and covenants contained herein, and on the terms and subject to the
conditions set forth herein, the parties agree as follows:
A. ASSIGNMENT FROM SUB TO CABLE II.
1. Sub hereby assigns all of its rights and obligations under the
Agreement to Cable II, and Cable II hereby assumes the rights and obligations of
Sub under the Agreement (the "Assignment"). Notwithstanding the provisions of
Section 12.07 of the Agreement regarding assignments, Target, Shareholders and
Parent hereby consent to the Assignment.
<PAGE> 3
B. AMENDMENT TO AGREEMENT. The Agreement is hereby amended as follows:
1. Article 1, Section 1.01 of the Agreement is deleted in its entirety
and replaced with the following:
"Subject to the terms and conditions of this Agreement, Cable
II shall be merged into Target and the separate existence of Cable II
shall thereupon cease, in accordance with the applicable provisions of
the laws of the State of Texas."
"Target will be the surviving corporation in the Merger
(sometimes referred to herein as the "Surviving Corporation") and will
continue to be governed by the laws of the State of Texas, and the
separate existence of Target and all of its rights, privileges,
immunities and franchises, public or private, and all its duties and
liabilities as a corporation organized under the laws of the State of
Texas and other applicable laws, will continue unaffected by the
Merger."
"On the date which the duly executed Articles of Merger are
filed with the Secretary of State of Texas (the "Effective Time"), by
virtue of the Merger and without any action on the part of any holder
of any capital stock of Target, and without any action on the part of
any holder of any capital stock of Cable II, as consideration for the
Closing Shares, all outstanding capital stock of Cable II of any kind
or nature shall be converted into 10,000 shares of the common stock of
the Surviving Corporation, which shares shall constitute all of the
issued and outstanding capital stock of the Surviving Corporation and
shall be owned by Parent. "
"For the purposes of this Agreement, (i) the term "Closing"
shall mean the closing of the Merger and the other transactions
contemplated by this Agreement at such time and place as shall be
mutually agreed upon in writing by all of the parties hereto, and (ii)
the term "Closing Date" shall mean such date as may be decided solely
by the Shareholders by written notice to Parent and Cable II, provided
that approvals required by Sections 8.06 and 8.07 have been obtained."
2. Article 1, Section 1.02(a) of the Agreement is deleted in its
entirety and replace with the following:
(a) Preliminary Merger Consideration. The value of the consideration to
be paid by Parent to the Shareholders (the "Preliminary Merger Consideration")
shall be $9,355,500, which shall be paid by delivery of 187,110 shares of TCA
Stock of Parent, valued for such purposes at $50.00 per share (the "Closing
Shares"). A reasonable amount of the Preliminary Merger Consideration is
allocated by the parties to the Noncompetition Agreement referred to in Section
2.01 (a) hereof. Except as set forth in Section 1.01 above, following the
Effective Time, no Shares of Target shall be deemed to be outstanding or to have
any rights other than those rights set forth in this Section 1.02 and in Section
1.03 hereof. The Preliminary Merger Consideration set forth in this Section
1.02(a) shall be subject to adjustment as described in Section 1.02(b).
<PAGE> 4
3. Article 1, Section 1.04 of the Agreement is deleted in its
entirety and replaced with the following:
"Section 1.04 Tax Status of Merger. The Merger and the transfer of the
Closing Shares to the Shareholders contemplated by this Agreement are
intended by the parties to qualify as a tax-free reorganization under
Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, and each of the
parties hereto agrees to act with respect to the Stock and the Closing
Shares, as applicable, and take such other steps, including the proper
filing of plans of reorganization and articles of merger, as shall be
necessary to insure the tax-free status of the transaction under such
Code sections and the underlying regulations."
4. Any inconsistencies in the provisions of this Amendment and the
Agreement shall be governed by the provisions of this Amendment.
C. MISCELLANEOUS.
1. Except as amended hereby, the Agreement shall remain in
full force and effect and is hereby ratified and confirmed in all
respects. No waiver of any term or provision of the Agreement contained
in this Amendment shall be construed as a further or continuing waiver
of such term or provision or any other term of provision of the
Agreement. On and after the effectiveness of the amendment to the
Agreement accomplished hereby, each reference in the Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like import,
and each reference to the Agreement in any agreement, document or
instrument executed and delivered pursuant to the Agreements, shall be
deemed a reference to the Agreement, as amended hereby.
2. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
<PAGE> 5
EXECUTED as of the dates set forth below to be effective as of the date
first above written.
TCA CABLE TV, INC., a Texas corporation
Date: By:
---------------------- ------------------------------------------
Name: Robert A. Roseman
Title: Vice President Business Development
TCA CABLE TV OF CENTRAL TEXAS II, INC.,
a Texas corporation
Date: By:
---------------------- ------------------------------------------
Name: Jeffrey W. Brown
Title: Secretary and General Counsel
TCA CABLE TV OF CENTRAL TEXAS, INC.,
a Texas corporation
Date: By:
---------------------- ------------------------------------------
Name: Jeffrey W. Brown
Title: Secretary and General Counsel
<PAGE> 6
CABLEVISION OF LEANDER, INC.,
a Texas corporation
Date: By:
---------------------- ------------------------------------------
Name: Dale Hoffman
Title: President
SHAREHOLDERS
Date: By:
---------------------- ------------------------------------------
Name: John Muraglia
Date: By:
---------------------- ------------------------------------------
Name: Dale Hoffman
Date: By:
---------------------- ------------------------------------------
Name: Lola H. McDaniel
The Estate of Moran K. McDaniel
Date: By:
---------------------- ------------------------------------------
Name: Melissa Lyons Gardner
Title: Co-Executor
Date: By:
---------------------- ------------------------------------------
Name: Mark A. Lyons
Title: Co-Executor
