TSX CORP, 10-Q, 1996-12-10

TSX CORP
10-Q, 1996-12-10
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the quarterly period ended October 26, 1996.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from _________ to ________.

Commission File Number 001-11814.

TSX CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Nevada 74-2678034
- ------------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

4849 N. Mesa, Suite 200
El Paso, Texas 79912
- ---------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)

(915) 533-4600
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code

Not Applicable
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if change since last report

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common stock, $.01 par value, 15,423,686 shares outstanding at December 3, 1996.
<PAGE> 2
INDEX

TSX CORPORATION AND SUBSIDIARY

PAGE NO.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets -- . . . . . . . . . . . . . 3
October 26, 1996 and April 30, 1996

Condensed Consolidated Statements of Operations -- . . . . . . . . 5
Three months ended October 26, 1996 and
October 28, 1995; and Six months ended
October 26, 1996 and October 28, 1995

Condensed Consolidated Statements of Cash Flows -- . . . . . . . . 6
Six months ended October 26, 1996 and
October 28, 1995

Notes to Condensed Consolidated Financial Statements . . . . . . . 7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . . . . . . . 10

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . 14

Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . 14

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . 15

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

2
<PAGE> 3
PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS

TSX CORPORATION AND SUBSIDIARY

<TABLE>
<CAPTION>
Oct. 26, 1996
(Unaudited) Apr. 30, 1996
------------- -------------
(Expressed in Thousands)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 26,894 21,688
Trade and other receivables, less allowances--
$1,423 at Oct. 26, 1996 and
$335 at Apr. 30, 1996 15,001 19,645
Inventories, net 12,234 12,041
Other current assets 1,636 853
Deferred income tax, net 1,633 959
-------- ---------

TOTAL CURRENT ASSETS 57,398 55,186

PROPERTY, PLANT AND EQUIPMENT, Net 9,807 9,192

DEFERRED INCOME TAX, Net 5,152 3,813

OTHER ASSETS, Net 1,116 886

-------- ---------
$ 73,473 69,077
======== =========
</TABLE>

See notes to condensed consolidated financial statements.

3
<PAGE> 4
CONDENSED CONSOLIDATED BALANCE SHEETS

TSX CORPORATION AND SUBSIDIARY

<TABLE>
<CAPTION>
Oct. 26, 1996
(Unaudited) Apr. 30, 1996
--------------- -------------
(Expressed in Thousands,
Except Share Data)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ 3,520 3,545
Warranty reserve 133 169
Accrued expenses:
Salaries, wages and commissions 1,460 1,730
Taxes payable 2,777 3,841
Restructure reserve 0 108
Deferred income tax, net 3,041 2,336
Other 2,289 1,431
-------- --------

TOTAL CURRENT LIABILITIES 13,220 13,160

DEFERRED INCOME TAX, Net 0 6
-------- --------

TOTAL LIABILITY 13,220 13,166

COMMITMENTS AND CONTINGENCIES - -

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value,
authorized 10,000,000 shares, none
issued and outstanding - -
Common stock, $.01 par value,
authorized 50,000,000 shares,
15,423,666 issued and outstanding
at Oct. 26, 1996 and 15,350,615 at
April 30, 1996 154 154
Additional paid-in capital 35,368 34,487
Retained earnings from December 11, 1987 24,930 21,469
Cumulative Foreign Currency Adjustment (199) (199)
-------- --------

TOTAL STOCKHOLDERS' EQUITY 60,253 55,911

-------- --------
$ 73,473 69,077
======== ========
</TABLE>

See notes to condensed consolidated financial statements.

4
<PAGE> 5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

TSX CORPORATION AND SUBSIDIARY

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Oct. 26, '96 Oct. 28, '95 Oct. 26, '96 Oct. 28, '95
------------ ------------ ------------ ------------
(Expressed in Thousands, Except Average Share
and Per Share Data)
<S> <C> <C> <C> <C>
Net sales $ 20,207 23,998 41,380 44,325
Cost of sales 13,510 13,551 25,169 24,812
---------- ---------- ---------- ----------
Gross profit 6,697 10,447 16,211 19,513

Engineering, research and
development expense 884 951 1,821 1,690
Selling and administrative expense 4,250 3,562 8,504 7,186
Unusual items of expense 2,109 0 2,109 0
---------- ---------- ---------- ----------

INCOME (LOSS) FROM OPERATIONS (546) 5,934 3,777 10,637
Interest income 351 95 592 175
Net other income (expense) (26) 13 10 22
Foreign currency exchange gain (loss) 29 (24) 40 8
---------- ---------- ---------- ----------

INCOME BEFORE PROVISION (CREDIT)
FOR INCOME TAXES (192) 6,018 4,419 10,842
Provision (credit) for income taxes (157) 2,284 958 3,906
---------- ---------- ---------- ----------

NET INCOME (LOSS) $ (35) 3,734 3,461 6,936
========== ========== ========== ==========

Net Income per share $ --- .23 .22 .43
========== ========== ========== ==========

Weighted average shares and common
stock equivalents outstanding 15,422,811 16,062,458 16,064,726 16,041,752
========== ========== ========== ==========

</TABLE>

See notes to condensed consolidated financial statements.

5
<PAGE> 6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

TSX CORPORATION AND SUBSIDIARY

<TABLE>
<CAPTION>
Six Months Ended
Oct. 26, 1996 Oct. 28, 1995
------------- -------------
(Expressed in Thousands)

<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 3,461 6,936
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 1,294 631
Net tax benefit from exercise of stock options and warrants 220 3,707
Loss on sale of property, plant and equipment 8 ---
Provision for losses on accounts receivable 1,088 12
Foreign currency exchange (gain) loss (40) (8)
Net change in deferred income taxes net of changes in the reserve (1,314) ---
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 3,581 (358)
Increase in inventories and prepaids (971) (3,921)
Increase in other assets (230) (14)
Decrease in accounts payable and accrued expenses (653) (600)
--------- --------
Net cash provided by operating activities 6,444 6,385

INVESTING ACTIVITIES
Purchases of property, plant, and equipment (1,901) (2,075)
--------- --------
Net cash and cash equivalents used by investing activities (1,901) (2,075)

FINANCING ACTIVITIES
Proceeds from sale of common stock 661 1,444
--------- --------
Net cash and cash equivalents provided by financing activities 661 1,444
Effect of exchange rate changes on cash and cash equivalents 2 48
--------- --------
Increase in cash and cash equivalents 5,206 5,802
Cash and cash equivalents at beginning of period 21,688 7,294
--------- --------
Cash and cash equivalents at end of period $ 26,894 13,096
========= ========
</TABLE>

See notes to condensed consolidated financial statements.

6
<PAGE> 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

TSX CORPORATION AND SUBSIDIARY

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the requirements of Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. These interim financial statements should be read in
conjunction with the consolidated financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended April
30, 1996.

NOTE B -- INVENTORIES

The components of inventory consist of the following:

<TABLE>
<CAPTION>
Oct. 26, 1996 Apr. 30, 1996
------------- -------------
(Expressed in Thousands)
<S> <C> <C>
Raw Materials $ 10,096 7,946
Work in process 2,500 2,453
Finished Goods 4,224 4,336
-------- ------
16,820 14,735
Reserves (4,586) (2,694)
-------- ------
$ 12,234 12,041
======== ======
</TABLE>

Inventory reserves have been provided for excess inventory, obsolete inventory
and differences between inventory cost and its net realizable value. Inventory
reserves increased from April 30, 1996, largely due to the Company's downsizing
activities described in Note E.

NOTE C -- INCOME TAXES

As of October 26, 1996, net deferred tax assets were comprised of a realizable
net current and net noncurrent deferred tax asset of $1.6 million and $5.2
million, respectively, and fully reserved deferred tax assets of $4.9 million,
which principally related to U.S. federal and state net operating loss
carryforwards. Increases in realizable net deferred tax assets from April 30,
1996 were largely due to the Company's downsizing activities described in Note
E.

In accordance with the provisions of FAS No. 109, a valuation allowance of $4.9
million at October 26, 1996 was deemed adequate for these and other items which
were not considered probable of realization. The Company will continue to
review the deferred tax valuation allowance on a quarterly basis and make
adjustments as appropriate.

7
<PAGE> 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

TSX CORPORATION AND SUBSIDIARY

Effective with the second quarter of fiscal 1997, the Company established a
different tax structure with a low tax jurisdiction advantage. Based on this
new tax structure, the Company expects to be subject to a 20% effective tax
rate in the second quarter and thereafter. As of the first quarter, the
Company lowered its effective tax rate from approximately 36% to 22% which
represents a weighted average of the expected effective tax rate for fiscal
year 1997.

NOTE D -- STOCKHOLDERS' EQUITY

On June 5, 1996, the Company announced a three-for-two stock split of its
common stock to be effected in the form of a 50% stock dividend. The stock
dividend was distributed on July 18, 1996 to stockholders of record at the
close of business on June 28, 1996. All share and per share amounts reported
in this report have been adjusted to reflect the effect of the three-for-two
stock split.

NOTE E -- UNUSUAL ITEMS OF EXPENSE

During the second quarter of fiscal 1997, the Company recorded a one-time
charge of $3.6 million to effect the downsizing of the Company's advertising
insertion segment. The second quarter provision was established to: a) write-
down inventories, trade receivables and fixed assets related to the advertising
insertion segment -- $1.5 million, $1.1 million and $0.3 million, respectively;
and b) accrue for severance and other related costs -- $0.4 million and $0.3
million, respectively. Of the $3.6 million, $2.1 million was reported as
unusual items of expense, while $1.5 million related to write-down of
advertising insertion segment inventories was reflected as cost of sales.

Management determined that the downsizing was necessary due to the poor
performance of this segment's digital advertising insertion product line and
the substantial resources that would have been required to ensure the continued
marketability of this product line. The Company has focused its future efforts
on providing on-going support and service for the segment's customer base.
Additionally, the Company will continue to accept orders for various other
product lines of this segment.

During the third quarter, the Company began to implement the downsizing which
is to be completed by December 30, 1996.

NOTE F -- SUBSEQUENT EVENT

8
<PAGE> 9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

TSX CORPORATION AND SUBSIDIARY

of Registrant's outstanding shares of common stock, and Anixter International
Inc., which owns approximately 31% of ANTEC's outstanding shares of common
stock, have entered Voting Agreements to vote, subject to certain conditions,
their shares in favor of the merger.

9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

TSX CORPORATION AND SUBSIDIARY

NET SALES

For the quarter and six months ended October 26, 1996, consolidated net sales
declined 16% ($3.8 million) and 7% ($2.9 million), respectively, as compared to
prior year. Domestic demand for the Company's cable television (CATV)
distribution and advertising insertion products was responsible for the
decline. In contrast, international demand for the Company's core CATV fiber
and radio frequency (RF) distribution segment's products was strong and
accounted for 66% of quarter and 49% of year-to-date net sales, versus 38% and
32%, respectively, for the prior year periods. Worldwide, net sales for the
CATV fiber and RF distribution segment declined 10% ($2.1 million), versus
prior year quarter, but remained 2% ($0.9 million) ahead of the prior year
six-month period.

The Company's advertising insertion segment continued to record significant net
sales declines for the quarter and six- month periods of 63% ($1.7 million) and
66% ($3.8 million), respectively, compared to prior year. Due to the poor
performance of this segment's digital advertising insertion product line and
the substantial resources that would have been required to ensure continued
marketability of this product line, management decided to downsize this
segment. A one-time charge to effect the downsizing was recorded in the second
quarter and is discussed below in "Unusual and Other Income/Expenses".

Second quarter consolidated order input increased 30% ($5.8 million) from
fiscal 1997 first quarter on increased domestic order input received late in
the quarter. As a result, backlog at second quarter end increased 22% to $27.3
million from fiscal 1997 first quarter end.

GROSS PROFITS

Consolidated gross profit percentage for the second quarter and six-month
periods declined 25% and 11% from prior year gross profit percentage of 44%
principally due to the $1.5 million inventory write-down included in the
one-time advertising insertion segment downsizing charge, discussed below in
"Unusual and Other Income/Expense." Additionally, the advertising insertion
segment experienced declines of 7% and 57% in gross profit percentage for the
second quarter and six-month periods, respectively, as compared to prior year.
Excluding the impact of the one-time charge and lower advertising insertion
segment gross profit percentage, the Company would have reported second quarter
and year-to-date gross profit of 41% and 44%, respectively, which includes the
effect of core CATV fiber and RF distribution segment reduced volume
efficiencies and fiber optic sales mix.

INCOME (LOSS) FROM OPERATIONS

Consolidated engineering, selling and administrative expenses of 25% of second
quarter and six-month net sales increased from 19% and 20%, respectively, for
the prior year

10
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - CONTINUED

TSX CORPORATION AND SUBSIDIARY

periods, primarily on increased spending in sales and marketing and
engineering. These spending levels were in support of core business product
development and expected future growth.

Consolidated operating profit(loss) of ($0.5 million) for the quarter, and $3.8
million for the six-month period, changed significantly from the prior year
quarter of $5.9 million and six-month period of $10.6 million. Second quarter
operating loss and reduced six-month period operating profit was impacted by
the decline in net sales and gross margin, and increase in sales and marketing
and engineering expenses discussed above. In addition, in the second quarter,
the Company recorded a downsizing charge of $3.6 million, which is discussed
below in "Unusual and Other Income/Expenses".

UNUSUAL AND OTHER INCOME/EXPENSES

There were no unusual items of expense recorded in fiscal 1996.

In the second quarter ended October 26, 1996, the Company recorded a one-time
charge of $3.6 million (or $0.18 per share) to effect the downsizing of the
Company's advertising insertion segment. The downsizing charge included the
write-down of certain assets, expected costs of work force reductions and other
related costs. Write-down of inventories accounted for $1.5 million of the
charge and was recorded as cost of sales.

During the third quarter, the Company began to implement the downsizing which
is to be completed by December 30, 1996.

Due to the strengthening of the U.S. dollar in relation to the Mexican peso,
and weakening of the U.S. dollar in relation to the British pound, the
Company's foreign operations experienced an exchange gain of less than $0.1
million for both the second quarter and six-month period, compared to a loss of
less than $0.1 million and a gain of less than $0.1 million, respectively, for
the same periods a year earlier. The Company's foreign operations render the
Company susceptible to gains and losses from currency exchange rate
fluctuations. The Company anticipates that it will continue to be susceptible
to such gains and losses for the foreseeable future.

11
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - CONTINUED

TSX CORPORATION AND SUBSIDIARY

INCOME TAXES

Under Financial Accounting Standards No. 109 (FAS No. 109), the Company has
recorded net deferred tax assets for the expected future benefit of net
operating loss carryforwards and items for which expenses have been recognized
for financial statement purposes, but that are expected to be deductible for
tax purposes in a future period, to the extent they are considered realizable.
In accordance with the provisions of FAS No. 109, a valuation allowance of $4.9
million at October 26, 1996 was deemed adequate for various net operating loss
carryforwards and other items which were not considered probable of
realization. The Company will continue to review the deferred tax valuation
allowance on a quarterly basis and make adjustments as appropriate.

LIQUIDITY AND CAPITAL RESOURCES

For the six months ended October 26, 1996, consolidated cash of $26.9 million
and working capital of $44.2 million increased $5.2 million and $2.2 million,
respectively, from fiscal 1996 year-end. Cash provided by operating
activities and sale of common stock, in connection with options exercised were
largely responsible for increased cash. Working capital increased primarily
due to increased cash.

The Company had a bank Revolving Credit Agreement (the "Credit Agreement")
which expired August 31, 1996. The Credit Agreement permitted borrowings of up
to $9.0 million. The Company did not seek to extend or replace the Credit
Agreement because management does not believe it is necessary at the present
time.

Management believes it has adequate cash to meet its operating needs in the
foreseeable future and will be able to obtain borrowing necessary to meet its
cash needs.

During the six months ended October 26, 1996 and the last five fiscal years,
the Company has not paid dividends. Future dividend payments by TSX must be
funded from the proceeds of dividends paid to TSX by its Texscan subsidiary or
subsidiaries acquired in the future. It is the present policy of TSX's Board
of Directors to retain any future earnings of TSX to finance development of
TSX's business and/or to retire any future debt. No dividend payments are
anticipated within the foreseeable future.

12
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - CONTINUED

TSX CORPORATION AND SUBSIDIARY

The Company has no commitments for capital expenditures for amounts which are
not comparable to commitments made in prior year periods in the ordinary course
of business.

13
<PAGE> 14
PART II. OTHER INFORMATION

TSX CORPORATION AND SUBSIDIARY

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The Company held its annual meeting of shareholders on September 26,
1996.

(i) Election of one director
(ii) Increase in authorized shares of common stock
(iii) Approval of KPMG Peat Marwick LLP as the independent auditors
of the Company
(iv) Increase the number of shares available for awards under the
Company's Long-Term Incentive Compensation Program (the
"Program")

The number of votes cast for, against or withheld, as well as the number of
abstentions and broker non-votes as to each such matter and nominee for office
were as follows:

<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
<S> <C> <C> <C> <C>
Larry E. Romrell 12,778,204 156,373 --- ---

Increase in authorized shares of 11,269,538 4,001,383 18,370 ---
common stock
KPMG Peat Marwick LLP 12,918,633 12,750 3,194 ---

Increase in shares
for the Program 10,662,359 2,071,269 26,068 2,537,293

</TABLE>

ITEM 5. OTHER INFORMATION

Plan of Merger

On October 28, 1996, TSX Corporation, a Nevada corporation ("Registrant"),
ANTEC Corporation, a Delaware corporation ("ANTEC"), and TSX Acquisition
Corporation, a newly formed Nevada corporation and wholly-owned subsidiary of
ANTEC ("Merger Sub"), entered into a Plan of Merger (the "Merger Agreement"),
pursuant to which Merger Sub will merge with and into Registrant, each share of
common stock of Registrant will be converted into the right to receive one
share of common stock of ANTEC, and Registrant will become a wholly-owned
subsidiary of ANTEC. Consummation of the merger, which is expected to occur in
early 1997, is subject to the receipt of required regulatory and shareholder
approvals and the satisfaction of other terms and conditions set forth in the
Merger Agreement. Tele-Communications, Inc., which owns approximately 40% of
Registrant's outstanding shares of common stock, and Anixter International
Inc., which owns approximately 31% of ANTEC's outstanding shares of common
stock, have entered Voting Agreements to vote, subject to certain conditions,
their shares in favor of the merger. A copy of the Merger Agreement and such
Voting Agreements are listed as exhibits at Item 6 below.

14
<PAGE> 15
Employment and Termination Agreements

The three members of TSX's senior management, William Lambert, George Fletcher
and Harold Tamburro, all had employment agreements with TSX providing them with
certain benefits in the event of a "change in control" of TSX. In general,
these benefits included the right to receive (a) the cash value of unexercised
stock options and (b) a payment by TSX, upon termination of employment by the
employee following a reduction in responsibilities by TSX or a termination of
employment by TSX for other than for cause, in an amount equal to twice the
annual salary and annual cash incentive compensation of the employee. The
payment of cash with respect to the value of unexercised stock options is not
permitted in a transaction that will be accounted for as a pooling. As a
result, TSX asked each of these three employees to waive his right to receive
that cash. In addition, ANTEC and TSX proposed a continuation of Messrs.
Lambert's and Fletcher's employment following the completion of the merger or,
in the alternative, a consulting arrangement pursuant to which they would
assist the combined enterprise at least during the transition period following
the completion of the merger. (A continuation of Mr. Tamburro's employment was
not proposed due to the desire to achieve administrative savings following the
completion of the merger.)

Messrs. Lambert and Fletcher chose to remain as employees, and the employment
agreements with Messrs. Lambert and Fletcher have been amended so that they
provide for the waiver of the right to receive the cash value of options and
for the continued employment by TSX, for nine months in the case of Mr. Lambert
and for two years in the case of Mr. Fletcher, at their current salaries.
They do not provide for any incentive compensation during those periods. In
addition, they provide for the payment by TSX of the change in control payments
to which they would be entitled if their employment were not continued,
$1,262,567 in the case of Mr. Lambert, and $661,466 in the case of Mr.
Fletcher, together with interest, upon the ultimate termination of their
respective employment. Mr. Lambert's employment agreement grants certain
registration rights to him with respect to TSX stock issuable upon the exercise
of options to purchase 600,000 shares and such registration rights will also be
applicable to ANTEC shares purchased upon exercise of the options after the
completion of the merger.

Mr. Tamburro, because of disagreement regarding the amount to be received upon
the termination of his employment following the completion of the merger, chose
to exercise his rights under his employment agreement to resign effective
November 18, 1996. At that time he was paid the severance benefits provided by
his employment agreement, and it was agreed that his stock options would be
converted into options for ANTEC stock upon the consummation of the merger in
lieu of any cash payments thereof.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following exhibits are filed as part of this report:
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description Method of Filing
- ----------- ------------------- ----------------
<S> <C> <C>
2 Plan of Merger among ANTEC Corporation, TSX Incorporated herein by
Corporation and TSX Acquisition Corporation, dated reference to Exhibit 2 to
October 28, 1996. the Company's Form 8-K
dated October 28, 1996
</TABLE>

15
<PAGE> 16
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description Method of Filing
- ----------- ------------------- ----------------
<S> <C> <C>
3.1 Articles of Incorporation. Incorporated herein by
reference to Exhibit 3(A)
to the Company's Form 10-K
for the fiscal year ended
April 30, 1994

3.2 Certificate of Amendment of Articles of Submitted herein
Incorporation.

3.3 Bylaws. Incorporated herein by
reference to Exhibit 3(B)
to the Company's Form 10-K
for the fiscal year ended
April 30, 1994

10.1 Amendment dated November 15, 1996 to Stock Option Submitted herein
Agreement by and between the Company and
TCI TSX, Inc. dated October 12, 1994, which
granted preemptive rights stock options on account
of employee stock options granted pursuant
to Long-Term Incentive Compensation Program.

10.2 Amendment dated November 15, 1996 to Stock Option Submitted herein
Agreement by and between the Company and
TCI TSX, Inc. dated October 12, 1994, which
granted preemptive rights stock options on account
of stock options granted to William H. Lambert.

10.3 Amendment dated November 15, 1996 to Stock Option Submitted herein
Agreement by and between the Company and
TCI TSX, Inc. dated October 6, 1995, which
granted preemptive rights stock options on account
of employee stock options granted pursuant to
Long-Term Incentive Compensation Program.

10.4 Stock Option Agreement dated November 15, 1996 by Submitted herein
and between the Company and TCI TSX, Inc. granting
preemptive rights stock options to TCI TSX, Inc.
on account of employee stock options granted
pursuant to Long-Term Incentive Compensation
Program.
</TABLE>

16
<PAGE> 17
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description Method of Filing
- ----------- ------------------- ----------------
<S> <C> <C>
10.5 Amendment dated October 28, 1996 to Employment Submitted herein
Agreement with William H. Lambert dated May 1,
1995.

10.6 Amendment dated October 28, 1996 to Employment Submitted herein
Agreement with George Fletcher dated May 1, 1995.

10.7 Amendment and Termination dated November 18, 1996 Submitted herein
of Employment Agreement with Harold C. Tamburro
dated May 1, 1995.

10.8 Second Amended and Restated Long-term Incentive Incorporated by reference
Compensation Plan to Exhibit A to the
Company's definitive
Proxy Statement dated
August 28, 1996, for the
1996 Annual Meeting of
its Stockholders

11 Statement re Computation Submitted herein
of Per Share Earnings.

27 Financial Data Schedule. Submitted herein

99.1 Voting Agreement dated as of October 28, 1996, Incorporated herein by
between ANTEC Corporation and Tele-Communications, reference to Exhibit 99.1
Inc. to the Company's Form 8-K
dated October 28, 1996

99.2 Voting agreement dated as of October 28, 1996, Incorporated herein by
between TSX Corporation and Anixter International reference to Exhibit 99.2
Inc. to the Company's Form 8-K
dated October 28, 1996
</TABLE>

(b) Reports on Form 8-K

During the quarter for which this report is filed, the Registrant
filed no reports on Form 8-K.

17
<PAGE> 18
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

TSX Corporation
----------------------------
(Registrant)

Date December 10, 1996 /s/ Victor D. Gherson
---------------------- ----------------------------
Victor D. Gherson,
Duly Authorized Officer
Vice President, Secretary and
Chief Financial Officer

18
<PAGE> 19
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Exhibit Description Method of Filing
- ----------- ------------------- ----------------
<S> <C> <C>
2 Plan of Merger among ANTEC Corporation, TSX Incorporated herein by
Corporation and TSX Acquisition Corporation, dated reference to Exhibit 2 to
October 28, 1996. the Company's Form 8-K
dated October 28, 1996

3.1 Articles of Incorporation. Incorporated herein by
reference to Exhibit 3(A)
to the Company's Form 10-K
for the fiscal year ended
April 30, 1994

3.2 Certificate of Amendment of Articles of Submitted herein
Incorporation.

3.3 Bylaws. Incorporated herein by
reference to Exhibit 3(B)
to the Company's Form 10-K
for the fiscal year ended
April 30, 1994

10.1 Amendment dated November 15, 1996 to Stock Option Submitted herein
Agreement by and between the Company and
TCI TSX, Inc. dated October 12, 1994,
which granted preemptive rights stock options on
account of employee stock options granted pursuant
to Long-Term Incentive Compensation Program.

10.2 Amendment dated November 15, 1996 to Stock Option Submitted herein
Agreement by and between the Company and
TCI TSX, Inc. dated October 12, 1994,
which granted preemptive rights stock options on
account of stock options granted to William H.
Lambert.

10.3 Amendment dated November 15, 1996 to Stock Option Submitted herein
Agreement by and between the Company and
TCI TSX, Inc. dated October 6, 1995,
which granted preemptive rights stock options on
account of employee stock options granted pursuant
to Long-Term Incentive Compensation Program.

10.4 Stock Option Agreement dated November 15, 1996 by Submitted herein
and between the Company and TCI TSX, Inc.
granting preemptive rights stock options to
TCI TSX, Inc. on account of employee stock options
granted pursuant to Long-Term Incentive
Compensation Program.

10.5 Amendment dated October 28, 1996 to Employment Submitted herein
Agreement with William H. Lambert dated May 1,
1995.

10.6 Amendment dated October 28, 1996 to Employment Submitted herein
Agreement with George Fletcher dated May 1, 1995.

10.7 Amendment and Termination dated November 18, 1996 Submitted herein
of Employment Agreement with Harold C. Tamburro
dated May 1, 1995.

11 Statement re Computation Submitted herein
of Per Share Earnings.

27 Financial Data Schedule. Submitted herein

<PAGE> 1
EXHIBIT 3.2

CERTIFICATE OF AMENDMENT

OF ARTICLES OF INCORPORATION OF

TSX CORPORATION

The undersigned hereby certify that:

I. they are the President and Secretary, respectively, of TSX Corporation,
a Nevada corporation (the "Corporation");

II. at a duly held annual meeting of the stockholders of the Corporation,
held at Denver, Colorado on September 26, 1996, the stockholders of the
Corporation adopted and approved the following amendment to the Articles of
Incorporation of the Corporation:

IT IS HEREBY RESOLVED, that Article Four of the Articles of
Incorporation of the Corporation shall be amended to read in
full as follows:

FOURTH: That the total number of shares of stock that the
Corporation shall have authority to issue is 50,000,000 shares
of Common Stock, $.01 par value (the "Common Stock"), and
10,000,000 shares of Preferred Stock, $.01 par value (the
"Preferred Stock").

1. The Board of Directors of the Corporation may at any
time or from time to time, without any vote of the holders of
the Corporation's capital stock, issue all or any part of the
unissued capital stock of the Corporation authorized under
these Articles of Incorporation and may determine, subject to
any requirements of law, the consideration for which stock is
to be issued and the manner of allocating such consideration
between capital and surplus. The designations and the powers,
preferences and rights, and the qualifications, limitations or
restrictions of each class and series of the Corporation's
capital stock such as, but not limited to:

(i) the name and number of the series and the number of
shares of each such series;

(ii) the dividend rights or preferences of each such
series, including rights to participate in dividends and rights to
cumulative dividends, in all cases subject to such limitations,
restrictions or conditions on the payment of such dividends as the Board
of Directors may determine;

(iii) the rights and preferences of each such series in
relation to any other class or series of capital stock in case of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;

<PAGE> 2

(iv) whether the shares of each such series shall be
redeemable at the option of the Corporation, or whether the Corporation
shall be obligated to redeem such shares and the terms thereof;

(v) the conversion or exchange rights of the shares of
each such series, if any, and the terms and conditions thereof, including
appropriate anti-dilution provisions; and

(vi) the voting rights, if any, of the shares of each such
series in addition to those provided by applicable law shall be
determined by the Board of Directors of the Corporation.

2. No holder of stock of any class of the Corporation shall
as such holder have any preemptive or preferential right of subscription
to any stock of any class of the Corporation or to any obligations
convertible into stock of the Corporation, issued or sold, or to any
right of subscription to, or to any warrant or option for the purchase of
any stock of the Corporation other than such (if any) as the Board of
Directors of the Corporation, in its discretion, may determine from time
to time.

3. The Corporation may from time to time issue and dispose
of any of the authorized and unissued shares of stock of any class of the
Corporation for such consideration, not less than its par value, as may
be fixed from time to time by the Board of Directors, without action by
the stockholders. The Board of Directors may provide for payment
therefor to be received by the Corporation in cash, notes, property,
services or any other form permitted under Nevada law. Any and all such
shares the issuance of which has been so authorized, and for which
consideration so fixed by the Board of Directors has been paid or
delivered, shall be deemed fully paid stock and shall not be liable to
any further call or assessment thereon.

III. the number of shares of common stock entitled to vote on the
above-referenced amendment (the "Amendment") was 15,421,544 shares, and that a
vote of at least a majority of the voting power of such shares (or at least
7,710,773 shares) was required to approve the Amendment;

IV. The stockholder vote on the Amendment was as follows:

In Favor: 11,269,538
Against: 4,001,383
Abstain: 18,370;

consequently, the stockholder vote required to approve the Amendment was
satisfied.

<PAGE> 3

IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment as of the 22 day of November, 1996.

By: /s/ WILLIAM H. LAMBERT
-------------------------------
William H. Lambert, President
By: /s/ VICTOR D. GHERSON
-------------------------------
Victor D. Gherson, Secretary
STATE OF TEXAS )
)
COUNTY OF EL PASO )

This instrument was acknowledged before me on November 22, 1996.
by William H. Lambert as President of TSX Corporation.

/s/ GABRIELLE L. ROBINSON
------------------------------
NOTARY PUBLIC

STATE OF TEXAS )
)
COUNTY OF EL PASO )

This instrument was acknowledged before me on November 22, 1996
by Victor D. Gherson as Secretary of TSX Corporation.

/s/ GABRIELLE L. ROBINSON
------------------------------
NOTARY PUBLIC

<PAGE> 1
EXHIBIT 10.1

AMENDMENT TO
STOCK OPTION AGREEMENT

AMENDMENT dated as of November 15, 1996 (this "Amendment") to Stock
Option Agreement dated as of October 12, 1994 (the "Stock Option Agreement") by
and between TSX Corporation, a Nevada corporation, and TCI TSX, Inc., a
Colorado corporation (the "Optionee"). Capitalized terms not otherwise defined
herein are used herein as defined in the Stock Option Agreement.

PRELIMINARY STATEMENT

A. Pursuant to the Stock Option Agreement, the Company in 1994
granted an Option to the Optionee to purchase 22,227 shares of Common Stock by
virtue of the Optionee's exercise of preemptive rights with respect to grants
by the Company on July 28, 1994 to certain of its employees under the Company's
Amended and Restated Long-Term Incentive Compensation Program ("LTIP") of
options to purchase 39,000 shares of Common Stock.

B. The Company in 1994 made additional grants under the LTIP to
certain employees of options to purchase shares of Common Stock, thereby
entitling the Optionee, pursuant to its preemptive rights, to additional
Options to purchase shares of Common Stock. Accordingly, the parties desire to
amend the Stock Option Agreement to include the additional Options.

AMENDMENT

NOW, THEREFORE, in consideration of the premises and covenants herein
contained, the Stock Option Agreement is hereby amended as follows:

1. In addition to the Options granted to the Optionee pursuant to
the Stock Option Agreement, the Company has granted and does hereby ratify and
confirm the grants as of the respective dates hereinafter set forth of the
following Options (the "Options") to purchase shares of Common Stock of the
Company on the terms herein provided and otherwise as set forth in the Stock
Option Agreement:

(a) An Option to purchase 17,931 shares of Common Stock was
granted and is hereby ratified and confirmed as of July 28, 1994 at an
Exercise Price of $4.54 per share, which Option shall be exercisable by
the Optionee in whole or in part at any time or times for a period
commencing as of July 28, 1994 and expiring at the close of business on
July 28, 2004.

(b) An Option to purchase 4,628 shares of Common Stock was
granted and is hereby ratified and confirmed as of July 28, 1994 at an
Exercise Price of $5.75 per share, which Option shall be exercisable by
the Optionee in whole or in part at any time or times for a period
commencing as of July 28, 1994 and expiring at the close of business on
July 28, 2004.

<PAGE> 2
(c) An Option to purchase 13,648 shares of Common Stock was
granted and is hereby ratified and confirmed as of October 3, 1994 at an
Exercise Price of $8.04 per share, which Option shall be exercisable by
the Optionee in whole or in part at any time or times for a period
commencing as of October 3, 1994 and expiring at the close of business
on October 3, 2004.

The shares of Common Stock issuable upon exercise of the Options are
referred to herein and in the Stock Option Agreement as "Option Stock."
Except as otherwise herein provided, the provisions of the Stock Option
Agreement shall apply to the Options which are the subject of this Amendment.

Share and per share amounts set forth above have been adjusted for the
two-for-one stock split in 1994 and the three-for-two stock split in 1996.

2. Except as amended hereby, the provisions of the Stock Option
Agreement shall remain in full force and effect.

EXECUTED as of the day and year first above written.

TSX CORPORATION

By: /s/ WILLIAM H. LAMBERT
----------------------------------
William H. Lambert, Chairman,
President and Chief Executive
Officer

TCI TSX, INC.

By: /s/ DAVID BOILEAU
----------------------------------
Name: David Boileau
Title: Vice-President

<PAGE> 1
EXHIBIT 10.2

AMENDMENT TO
STOCK OPTION AGREEMENT

PRELIMINARY STATEMENT

A. Pursuant to the Stock Option Agreement, the Company in 1994
granted an Option to the Optionee to purchase 430,221 shares of Common Stock by
virtue of the Optionee's exercise of preemptive rights with respect to stock
options granted by the Company to William H. Lambert ("Lambert") pursuant to a
stock option agreement between the Company and Lambert dated March 14, 1994
(and approved by stockholders September 12, 1994).

B. The parties have recalculated and determined that the Optionee
was entitled to an additional 1,948 shares of Option Stock under the Option.
Accordingly, the parties desire to amend the Stock Option Agreement to include
the additional Options.

AMENDMENT

NOW, THEREFORE, in consideration of the premises and covenants herein
contained, the Stock Option Agreement is hereby amended as follows:

1. In addition to the Options granted to the Optionee pursuant to
the Stock Option Agreement, the Company has granted and does hereby ratify and
confirm the grant to Optionee as of March 14, 1994, on the terms herein
provided and otherwise as set forth in the Stock Option Agreement, of an Option
to purchase 1,948 shares of Common Stock at an Exercise Price of $2.00 per
share, which Option shall be exercisable by the Optionee in whole or in part at
any time or times for a period commencing as of March 14, 1994 and expiring at
the close of business on March 14, 2004.

Share and per share amounts set forth in this Amendment have been
adjusted for the two-for-one stock split in 1994 and the three-for-two stock
split in 1996.

2. Except as amended hereby, the provisions of the Stock Option
Agreement shall remain in full force and effect.
<PAGE> 2
EXECUTED as of the day and year first above written.

TSX CORPORATION

By: /s/ WILLIAM H. LAMBERT
------------------------------
William H. Lambert, Chairman,
President and Chief Executive
Officer

TCI TSX, INC.

By: /s/ DAVID BOILEAU
------------------------------
Name: David Boileau
Title: Vice-President

<PAGE> 1
EXHIBIT 10.3

AMENDMENT TO
STOCK OPTION AGREEMENT

AMENDMENT dated as of November 15, 1996 (this "Amendment") to Stock
Option Agreement dated as of October 6, 1995 (the "Stock Option Agreement") by
and between TSX Corporation, a Nevada corporation, and TCI TSX, Inc., a
Colorado corporation (the "Optionee"). Capitalized terms not otherwise defined
herein are used herein as defined in the Stock Option Agreement.

PRELIMINARY STATEMENT

A. Pursuant to the Stock Option Agreement, the Company in 1995
granted Options to the Optionee to purchase 54,292 shares of Common Stock by
virtue of the Optionee's exercise of preemptive rights with respect to grants
by the Company to certain of its employees under the Company's Amended and
Restated Long-Term Incentive Compensation Program ("LTIP") of options to
purchase 14,220 shares of Common Stock granted March 12, 1995, 6,399 shares
granted January 23, 1995 and options to purchase 33,473 shares granted May 21,
2005.

B. The Company in 1995 made additional grants to certain employees
under the LTIP of options to purchase shares of Common Stock, thereby entitling
the Optionee, pursuant to its preemptive rights, to additional Options to
purchase shares of Common Stock. Accordingly, the parties desire to amend the
Stock Option Agreement to include the additional Options.

AMENDMENT

NOW, THEREFORE, in consideration of the premises and covenants herein
contained, the Stock Option Agreement is hereby amended as follows:

(a) An Option to purchase 5,954 shares of Common Stock
was granted and is hereby ratified and confirmed as of March 12, 1995
at an Exercise Price of $11.50 per share, which Option shall be
exercisable by the Optionee in whole or in part at any time or times
for a period commencing as of March 12, 1995 and expiring at the close
of business on March 12, 2005.

(b) An Option to purchase 4,043 shares of Common Stock
was granted and is hereby ratified and confirmed as of January 23,
1995 at an Exercise Price of $10.75 per share, which Option shall be
exercisable by the Optionee in whole or in part at any time or times
for a period commencing as of January 23, 1995 and expiring at the
close of business on January 23, 2005.
<PAGE> 2
(c) An Option to purchase 3,275 shares of Common Stock
was granted and is hereby ratified and confirmed as of January 28,
1995 at an Exercise Price of $5.00 per share, which Option shall be
exercisable by the Optionee in whole or in part at any time or times
for a period commencing as of January 28, 1995 and expiring at the
close of business on January 28, 2005.

(d) An Option to purchase 13,906 shares of Common Stock
was granted and is hereby ratified and confirmed as of May 21, 1995 at
an Exercise Price of $11.72 per share, which Option shall be
exercisable by the Optionee in whole or in part at any time or times
for a period commencing as of May 21, 1995 and expiring at the close
of business on May 21, 2005.

(e) An Option to purchase 27,284 shares of Common Stock
was granted and is hereby ratified and confirmed as of June 30, 1995
at an Exercise Price of $15.83 per share, which Option shall be
exercisable by the Optionee in whole or in part at any time or times
for a period commencing as of June 30, 1995 and expiring at the close
of business on June 30, 2005.

(f) An Option to purchase 76,122 shares of Common Stock
was granted and is hereby ratified and confirmed as of September 28,
1995 at an Exercise Price of $15.83 per share, which Option shall be
exercisable by the Optionee in whole or in part at any time or times
for a period commencing as of September 28, 1995 and expiring at the
close of business on September 28, 2005.

(g) An Option to purchase 5,426 shares of Common Stock
was granted and is hereby ratified and confirmed as of October 17,
1995 at an Exercise Price of $13.00 per share, which Option shall be
exercisable by the Optionee in whole or in part at any time or times
for a period commencing as of October 17, 1995 and expiring at the
close of business on October 17, 2005.

Shares and per share amounts set forth above have been adjusted to
reflect the three-for-two stock split in 1996.

2. Except as amended hereby, the provisions of the Stock Option
Agreement shall remain in full force and effect.
<PAGE> 3
EXECUTED as of the day and year first above written.

TSX CORPORATION

By: /s/ WILLIAM H. LAMBERT
---------------------------------
William H. Lambert, Chairman,
President and Chief Executive
Officer

TCI TSX, INC.

By: /s/ DAVID BOILEAU
----------------------------------
Name: David Boileau
Title: Vice-President

<PAGE> 1
EXHIBIT 10.4

STOCK OPTION AGREEMENT

BY AND BETWEEN

TSX CORPORATION

AND

TCI TSX, INC.

GRANTING PREEMPTIVE RIGHTS STOCK OPTIONS TO TCI TSX, INC. ON
ACCOUNT OF EMPLOYEE STOCK OPTIONS GRANTED PURSUANT TO
LONG-TERM INCENTIVE COMPENSATION PROGRAM

DATED AS OF NOVEMBER 15, 1996
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
1. GRANT OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. EXERCISE OF OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 METHOD OF EXERCISE. . . . . . . . . . . . . . . . . . . . 2
2.2 PAYMENT OF EXERCISE PRICE. . . . . . . . . . . . . . . . . 3
2.3 FAIR MARKET VALUE . . . . . . . . . . . . . . . . . . . . 3

3. NON-TRANSFERABILITY. . . . . . . . . . . . . . . . . . . . . . . . 3

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. . . . . 3
4.1 ORGANIZATION, GOOD STANDING, AUTHORITY AND APPROVAL . . . 3
4.2 AUTHORIZATION OF SHARES OF OPTION STOCK . . . . . . . . . 4
4.3 COMPANY'S OBLIGATIONS . . . . . . . . . . . . . . . . . . 4

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF OPTIONEE. . . . . . . 4
5.1 ORGANIZATION, GOOD STANDING, AUTHORITY AND APPROVAL . . . 4
5.2 ACQUISITION FOR OWN ACCOUNT . . . . . . . . . . . . . . . 4

6. CONDITIONS TO ISSUANCE OF SHARES. . . . . . . . . . . . . . . . . 4

7. TRANSFER RESTRICTIONS; LEGEND ON CERTIFICATE. . . . . . . . . . . 5

8. REGISTRATION RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . 5

9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. . . . . . . . . . . . 5

10. THE OPTIONEE'S RIGHTS AS SHAREHOLDER. . . . . . . . . . . . . . . 6

11. APPLICABILITY OF SECTION 16(B) OF THE 1934 ACT. . . . . . . . . . 6

12. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
12.1 ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . 6
12.2 WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . 7
12.3 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . 7
12.4 SPECIFIC PERFORMANCE . . . . . . . . . . . . . . . . . . . 8
12.5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES . . . . . . . . 8
12.6 AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . 8
12.7 CERTAIN RULES OF CONSTRUCTION. . . . . . . . . . . . . . . 8
12.8 BENEFITS OF AGREEMENT . . . . . . . . . . . . . . . . . . 8
12.9 ATTORNEYS' FEES . . . . . . . . . . . . . . . . . . . . . 8
12.10 COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
<PAGE> 3
STOCK OPTION AGREEMENT

GRANTING PREEMPTIVE RIGHTS STOCK OPTIONS TO TCI TSX, INC.
ON ACCOUNT OF EMPLOYEE STOCK OPTIONS GRANTED PURSUANT TO
LONG-TERM INCENTIVE COMPENSATION PROGRAM

STOCK OPTION AGREEMENT (this "Agreement") dated as of November 15,
1996, by and between TSX Corporation, a Nevada corporation with its principal
office at 4849 North Mesa, Suite 200, El Paso, Texas 79912 (the "Company") and
TCI TSX, Inc., a Colorado corporation with its principal office at Terrace
Tower II, 5619 DTC Parkway, Englewood, Colorado 80111-3000 (the "Optionee").

PRELIMINARY STATEMENT

(A) The Optionee is an indirect wholly owned subsidiary of TCI
Communications, Inc. (formerly known as Tele-Communications, Inc.), a Delaware
corporation ("TCIC").

(B) The Company and TCIC are parties to an Investment Agreement
dated as of March 14, 1994 (the "Investment Agreement") pursuant to which TCIC
purchased 2,109,000 shares of TSX Common Stock, par value $.01 per share (the
"Common Stock"). Contemporaneously therewith, the Company and TCIC entered
into a Registration Rights Agreement dated as of March 14, 1994 (the
"Registration Rights Agreement") affording TCIC certain registration rights
with respect to such shares and any additional shares of Common Stock held by
TCIC from time to time during the term thereof. Section 4.04 of the Investment
Agreement granted certain preemptive rights to TCIC with respect to the
issuance by the Company of, among other things, any Additional Common Shares
(as defined in the Investment Agreement) or options to subscribe for or to
purchase Additional Common Shares. Share and per share amounts set forth in
this Agreement have been adjusted as appropriate to reflect the two-for-one
stock split in 1994 and the three-for-two stock split in 1996.

(C) TCIC transferred and assigned its rights and obligations under
the Investment Agreement and the Registration Rights Agreement to Optionee.

(D) The Company has heretofore granted stock options to qualified
employees under the terms of the Company's Long-Term Incentive Compensation
Program ("LTIP") for options to purchase shares of Common Stock, thereby
entitling TCIC to preemptive rights to Options to purchase a total of 28,089
shares of Common Stock at the Exercise Prices and for the respective terms
expiring as set forth hereinafter. Accordingly, the parties have entered into
this Agreement for the purpose of ratifying and confirming the grants to the
Optionee of Options to purchase Common Stock in accordance with such preemptive
rights.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and covenants herein
contained, the parties hereby agree as follows:

1. GRANT OF OPTIONS.
<PAGE> 4
The Company has granted and does hereby ratify and confirm the grants
as of the respective dates hereinafter set forth of the following Options (the
"Options") to purchase shares of Common Stock of the Company on the terms
herein provided:

(a) An Option to purchase 5,460 shares of Common Stock
was granted and is hereby ratified and confirmed as of January 4, 1996
at a purchase price (the "Exercise Price") of $12.83 per share, which
Option shall be exercisable by the Optionee in whole or in part at any
time or times for a period commencing as of January 4, 1996 and
expiring at the close of business on January 4, 2006.

(b) An Option to purchase 6,824 shares of Common Stock
was granted and is hereby ratified and confirmed as of April 15, 1996
at an Exercise Price of $20.00 per share, which Option shall be
exercisable by the Optionee in whole or in part at any time or times
for a period commencing as of April 15, 1996 and expiring at the close
of business on April 15, 2006.

(c) An Option to purchase 4,913 shares of Common Stock
was granted and is hereby ratified and confirmed as of June 5, 1996 at
an Exercise Price of $20.00 per share, which Option shall be
exercisable by the Optionee in whole or in part at any time or times
for a period commencing as of June 5, 1996 and expiring at the close
of business on June 5, 2006.

(d) An Option to purchase 20,472 shares of Common Stock
was granted and is hereby ratified and confirmed as of June 25, 1996
at an Exercise Price of $19.33 per share, which Option shall be
exercisable by the Optionee in whole or in part at any time or times
for a period commencing as of June 25, 1996 and expiring at the close
of business on June 25, 2006.

(e) An Option to purchase 6,824 shares of Common Stock
was granted and is hereby ratified and confirmed as of June 25, 1996
at an Exercise Price of $15.83 per share, which Option shall be
exercisable by the Optionee in whole or in part at any time or times
for a period commencing as of June 25, 1996 and expiring at the close
of business on June 25, 2006.

(f) An Option to purchase 40,435 shares of Common Stock
was granted and is hereby ratified and confirmed as of July 25, 1996
at an Exercise Price of $15.75 per share, which Option shall be
exercisable by the Optionee in whole or in part at any time or times
for a period commencing as of July 25, 1996 and expiring at the close
of business on July 25, 2006.

The shares of Common Stock issuable upon exercise of an Option are
referred to herein as "Option Stock."

2. EXERCISE OF OPTIONS.

2.1 METHOD OF EXERCISE.

2
<PAGE> 5
Each Option shall be exercisable, in whole or in part, by written
notice to the Company stating the number of shares of Common Stock to be
purchased and accompanied by full payment of the Exercise Price for the shares
of Common Stock issuable upon such exercise.

2.2 PAYMENT OF EXERCISE PRICE.

The Exercise Price for the shares of Common Stock issuable upon
exercise of each Option shall be paid (i) in cash, by uncertified check,
certified check or bank draft, or (ii) by the surrender, in whole or in part,
of issued and outstanding shares of Common Stock of the Company (not including
the shares of Common Stock issuable upon exercise of the Option), which shall
be credited against the Exercise Price at the Fair Market Value (as defined
below) of the shares surrendered on the date of the written notice of exercise
of the Option.

2.3 FAIR MARKET VALUE.

For purposes of this Agreement, "Fair Market Value" of the Common
Stock shall be the closing sale price of a share of Common Stock as published
by the national securities exchange on which the shares are traded on the
applicable date (provided, that if the shares of Common Stock are traded on
more than one national securities exchange, Fair Market Value shall be the
closing sale price on the applicable date published by the exchange selected by
the Company). If the exchange is closed for trading on such date, or if the
Common Stock does not trade on such date, then Fair Market Value shall be the
closing sale price on the date the Common Stock last traded on such exchange
prior to the applicable date.

3. NON-TRANSFERABILITY.

The Options granted hereby may not be transferred by the Optionee
other than to a corporation, partnership or other entity controlling,
controlled by or under common control with TCIC (collectively, the "TCIC
Affiliates").

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

The Company represents and warrants to and agrees with Optionee as
follows:

4.1 ORGANIZATION, GOOD STANDING, AUTHORITY AND APPROVAL.

The Company is duly organized as a corporation and is validly existing
and in good standing under the laws of Nevada. The Company has the corporate
power and authority to execute and deliver this Agreement. The execution and
delivery of this Agreement by the Company and the consummation of the
transactions contemplated by this Agreement (including the issuance of the
shares of Option Stock) have been duly authorized and approved by all necessary
corporate action of the Company, and this Agreement is a valid and binding
obligation of the Company, enforceable in accordance with its terms. This
Agreement and its execution and delivery by the Company do not, and the
consummation of the transaction contemplated by this Agreement and the issuance
of the shares of Option Stock will not, constitute a violation of or a default
(whether with notice or the lapse of time or both) under the Articles of
Incorporation or Bylaws of the Company, any law to which the Company is
subject, any provision of any

3
<PAGE> 6
agreement, instrument, order, judgment or decree to which the Company is a
party or to which the Company or any of its assets is subject, or any rule of,
or any provision of the Company's Listing Agreement with, the National
Association of Securities Dealers, Inc.

4.2 AUTHORIZATION OF SHARES OF OPTION STOCK.

Upon delivery of stock certificates by the Company and receipt by the
Company of the full amount of the Exercise Price therefor, the shares of Option
Stock, when issued and delivered in accordance with the provisions of this
Agreement, will be duly authorized, validly issued, fully paid and
nonassessable outstanding shares of Common Stock of the Company.

4.3 COMPANY'S OBLIGATIONS.

The Company shall (1) at all times during the term of each Option
reserve and keep available such number of shares of Common Stock as will be
sufficient to satisfy the requirements of this Agreement, (2) pay all original
issue and transfer taxes with respect to the issue and transfer to the Optionee
of shares of Option Stock pursuant to the Options and all other fees and
expenses necessarily incurred by the Company in connection therewith, and (3)
from time to time use its best efforts to comply with all laws and regulations
which shall be applicable thereto.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF OPTIONEE.

Optionee represents and warrants to and agrees with the Company as
follows:

5.1 ORGANIZATION, GOOD STANDING, AUTHORITY AND APPROVAL.

Optionee is duly organized as a corporation and is validly existing
and in good standing under the laws of Delaware. Optionee has the corporate
power and authority to execute and deliver this Agreement. The execution and
delivery of this Agreement by Optionee and the consummation of the transactions
contemplated by this Agreement have been duly authorized and approved by all
necessary corporate action of Optionee, and this Agreement is a valid and
binding obligation of Optionee.

5.2 ACQUISITION FOR OWN ACCOUNT.

The shares of Option Stock to be issued and delivered to the Optionee
pursuant to the Options (unless such shares have first been registered under
the Securities Act of 1933, as amended (the "1933 Act")) shall be acquired by
the Optionee for investment for the Optionee's own account and not with a view
to, or for, sale or other distribution thereof, and that the Optionee has no
present intention to sell or otherwise distribute any shares of Option Stock to
be issued or delivered to the Optionee pursuant to the Options, except in a
manner which will not violate the provisions of any applicable federal or state
securities laws, rules or regulations.

6. CONDITIONS TO ISSUANCE OF SHARES.

4
<PAGE> 7
If at the time of exercise of an Option, there does not exist either
(a) an effective registration statement under the 1933 Act, with respect to the
shares of Option Stock subject to the Option, (b) an opinion of counsel,
satisfactory to the Company, to the effect that such registration is not
required under one or more of the exemptions provided under the 1933 Act, or
(c) a "no action" letter, with respect to the proposed issuance of such shares,
issued by the staff of the Securities and Exchange Commission and delivered to
the Company, then such shares of Option Stock may only be issued with an
appropriate restrictive legend in accordance with Section 8 hereof.

7. TRANSFER RESTRICTIONS; LEGEND ON CERTIFICATE.

The Optionee acknowledges that the Option Stock must be held
indefinitely unless subsequently registered under the 1933 Act and the
securities laws of every jurisdiction applicable to such resale or unless
exemptions from such registration requirements are available. The Company will
be entitled to place conspicuously upon each certificate representing shares of
Option Stock a legend as required by Article 15 of the Articles of
Incorporation of the Company and a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED
FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE,
DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE
BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES
UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR
COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT
THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE
HOLDER'S COUNSEL, IN FORM REASONABLY ACCEPTABLE TO THE CORPORATION,
THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM
ANY PROPOSED TRANSFER OR ASSIGNMENT.

Notwithstanding the foregoing, the Optionee may transfer the shares of
Option Stock to any TCIC Affiliate.

8. REGISTRATION RIGHTS.

The provisions of the Registration Rights Agreement shall be
applicable to the shares of the Option Stock, and the Optionee shall be
entitled to exercise all of the rights granted to TCIC under the Registration
Rights Agreement with respect to the shares of Option Stock.

9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

The Exercise Price and the number or kind of shares subject to each
Option are subject to adjustment in case the Company should at any time issue
additional shares of its Common Stock as a stock dividend, or in case the
shares of its Common Stock should at any time be

5
<PAGE> 8
subdivided into a greater number of shares, or in case the outstanding shares
of its Common Stock should be combined by reclassification or otherwise into a
lesser number of shares, or in case the Company shall merge, consolidate with
or into another corporation or entity, or another corporation or entity merges
into the Company, or in the case of any sale or transfer of all or
substantially all of the assets of the Company, or in the case of a capital
reorganization or recapitalization not involving a merger, consolidation or
sale or transfer of all or substantially all of the assets of the Company. The
adjustment will entitle the Optionee to receive, for the same aggregate
Exercise Price, in lieu of securities receivable upon the exercise of any part
of an Option prior to any such dividend, subdivision, reclassification,
combination, sale, transfer or reorganization, the securities to which the
Optionee would have been entitled if the Optionee had exercised any part of the
Option immediately prior to the record date or effective date of the stock
dividend, subdivision, reclassification, combination, sale, transfer or
reorganization. Neither the issuance of stock for consideration, the issuance
of stock on the exercise of stock rights, options or warrants, nor the issuance
of stock on the conversion of a debenture or of a share of capital stock shall
be considered a change in the Company's capital structure.

No fractional shares of Option Stock shall be issued upon any exercise
of an Option following an adjustment made pursuant to this Section 10, and the
aggregate Exercise Price paid shall be appropriately adjusted on account of any
fractional share not issued upon such an exercise.

10. THE OPTIONEE'S RIGHTS AS SHAREHOLDER.

The Optionee shall have no rights as a shareholder with respect to any
shares of Option Stock until the date of the exercise of the applicable Option
and the issuance of the shares of Option Stock and then only to the extent that
there has been issued one or more certificates for such shares of Option Stock
to said the Optionee upon the due exercise in whole or in part of such Option.
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 precedes the date such stock certificates are issued.

11. APPLICABILITY OF SECTION 16(B) OF THE 1934 ACT.

The grant of each Option may, under Section 16 of the 1934 Act, be
considered a "purchase" of an equity security subject to the "short-swing"
profit rules of Section 16(b). The Optionee is urged to consult its legal
advisor regarding the applicability of Section 16 to its transactions in equity
securities of the Company, including the granting to the Optionee of the
Option. In this connection, the Optionee agrees not to sell, during the six
month period immediately following the date of the grant of each Option, any
shares of Option Stock which may be acquired during such period upon exercise
of the Option.

12. GENERAL.

12.1 ENTIRE AGREEMENT.

6
<PAGE> 9
This Agreement, subject to the matters described in the Preliminary
Statement, contains all of the agreements and understandings between the
parties hereto, and no oral agreements or written correspondence shall be held
to affect the provisions hereof.

12.2 WAIVER.

No waiver by any party hereto of any breach of any covenant, condition
or agreement hereof on the part of the parties hereto to be kept and performed
shall be considered to constitute a waiver of any other covenant, condition or
provision, or of any subsequent breach thereof.

12.3 NOTICES.

Any notice, demand, request, waiver or other communication under this
Agreement must be in writing and will be deemed to have been duly given (i) on
the date of delivery if delivered to the address of the party specified below
(including delivery by courier), (ii) on the fifth day after mailing if mailed
to the party to whom notice is to be given to the address specified below, by
first class mail, certified or registered, return receipt requested, postage
prepaid, or (iii) on the date of transmission if sent by facsimile transmission
to the facsimile number given below and if telephonic confirmation of receipt
is obtained promptly after completion of transmission, as follows:

If to Optionee: c/o TCI Communications, Inc.
5619 DTC Parkway
Englewood, Colorado 80111
Attn: Bernard W. Schotters, II

Facsimile: (303) 488-3200

With a copy similarly addressed: Attn: Legal Department

If to the Company: TSX Corporation
4849 North Mesa, Suite 200
El Paso, Texas 79912
Attn: William H. Lambert, Chairman,
President and Chief Executive Officer

Facsimile: (915) 543-4888

With a copy to: Kemp, Smith, Duncan & Hammond, P.C.
2000 Norwest Plaza
El Paso, Texas 79901-1441
Attn: Tad R. Smith

Facsimile: (915) 546-5360

Either party may from time to time change its address or facsimile number for
the purpose of notices to that party by a similar notice specifying a new
address or facsimile number, but no

7
<PAGE> 10
such change will be deemed to have been given until it is actually received by
the party sought to be charged with its contents.

12.4 SPECIFIC PERFORMANCE.

The parties acknowledge that there will be no adequate remedy at law
for a violation by the Company of its obligations set forth in this Agreement
and its obligations to issue and sell the shares of Option Stock pursuant to
this Agreement and that, in addition to any other remedies which may be
available to Optionee for a violation of those obligations, those obligations
will be specifically enforceable by Optionee in accordance with their terms.

12.5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All representations and warranties set forth in this Agreement will
survive the Closing.

12.6 AMENDMENTS.

This Agreement may not be amended, modified, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement thereof is sought.

12.7 CERTAIN RULES OF CONSTRUCTION.

This Agreement shall be construed in accordance with, and shall be
governed by, the laws of the State of Texas. In the event any court of
competent jurisdiction shall declare any portion of this Agreement to be
invalid, the remainder of this Agreement shall not be invalidated thereby, but
shall remain in full force and effect. The captions in this Agreement are for
reference purposes only and will not in any way affect the meaning or
interpretations of the text of this Agreement. Where the context requires,
words in the singular shall be deemed to include the plural and vice versa.

12.8 BENEFITS OF AGREEMENT.

Subject to the provisions of Section 4, this Agreement will be binding
upon and will inure to the benefit of the parties and their respective
successors and assigns. Neither this Agreement nor any of the right or
obligations of a party hereunder may be assigned without the consent of the
other party, provided that the Optionee may assign its rights and delegate its
obligations to any TCIC Affiliate.

12.9 ATTORNEYS' FEES.
In the event of any action or suit based upon or arising out of any
alleged breach by any party of any representation, warranty, covenant or
agreement contained in this Agreement, the prevailing party will be entitled to
recover reasonable attorneys' fees and other costs of such action or suit from
the other party.

12.10 COUNTERPARTS.

8
<PAGE> 11
This Agreement may be executed in one or more counterparts, each of
which will be deemed an original.

IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement

TSX CORPORATION

BY: /s/ WILLIAM H. LAMBERT
-------------------------------------
WILLIAM H. LAMBERT, CHAIRMAN,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER

TCI TSX, INC.

BY: /s/ DAVID BOILEAU
-------------------------------------
NAME: DAVID BOILEAU
TITLE: VICE PRESIDENT

<PAGE> 1
EXHIBIT 10.5

AMENDMENT TO
EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement ("Amendment") is entered into
as of this 28th day of October, 1996, by and between TSX Corporation, a Nevada
corporation (the "Company"), and William H. Lambert (the "Executive").

WITNESSETH:

WHEREAS, the Executive is currently employed by the Company as
Chairman, President and Chief Executive Officer of the Company; and

WHEREAS, the Company, ANTEC, a Delaware corporation ("ANTEC"), and TSX
Acquisition Corporation, a Nevada corporation ("Merger Sub"), have entered into
a Plan of Merger dated as of October 28, 1996 (the "Merger Agreement")
pursuant to which Merger Sub will be merged into the Company and the Company
shall continue to exist as the surviving corporation (the "Merger"); and

WHEREAS, the Company and the Executive are parties to an Employment
Agreement dated May 1, 1995 (the "Employment Agreement") which provides that in
the event the Executive's employment with the Company is terminated under
certain circumstances following a Change in Control (as defined therein) the
Company shall provide certain benefits to the Executive on terms described in
the Employment Agreement; and

WHEREAS, the Company and the Executive desire to enter into this
Amendment to the Employment Agreement to clarify those changes in control
payments and to otherwise modify the Employment Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:

1. Amendment. The Employment Agreement is hereby amended as
follows:

(a) Section 2 is amended in its entirety to read:

2. Nature of Executive Services. The Executive
shall have such positions and perform such duties as the
parties may mutually agree to facilitate the integration of
the business of the Company with the business of ANTEC
Corporation following the merger of the Company and TSX
Acquisition Corporation (the "Merger") and to further the
business of the Company.

(b) Section 3 is amended in its entirety to read:
<PAGE> 2
3. Term. The term of the Executive's employment
hereunder shall continue for 270 days after the effective time
of the Merger (the "Effective Time") at which time (the "Date
of Termination" or "Termination Date") it is acknowledged that
the employment of Executive shall have been terminated by the
Company for other than Cause and by the Executive for Good
Reason (in both cases as defined by Section 11 of the
Agreement as it read prior to the Effective Time) for purposes
of Section 8C of the Stock Option Agreement between the
parties dated March 14, 1994. The term of the Agreement is
hereinafter referred to as the "Employment Period." For
purposes of clarifying Section 8C of the Stock Option
Agreement, the parties confirm their mutual interpretation
that under Section 8C, the term of the Option after the
termination at any time of the Optionee's employment by the
Company for other than Cause or by the Executive for Good
Reason shall continue to be a period of ten (10) years
following the Commencement Date (as defined in Section 5 of
the Stock Option Agreement) as provided in Section 3 of the
Stock Option Agreement.

(c) Section 4(b) of the Employment Agreement is deleted and all
references anywhere in the Employment Agreement to Section 4(b) are deleted.

(d) Section 10(f) is deleted and all references anywhere in the
Employment Agreement to Section 10(f) are deleted.

(e) All references anywhere in the Employment Agreement to Section
11 are deleted and Section 11 is amended by deleting subsections (a), (b), (c)
(ii) and (d) and amending the first sentence of subsection (c) prior to the
beginning of paragraph (c) (i) in its entirety to read:

(c) It is acknowledged that upon the Effective Time, the
Executive's duties, titles and offices will be changed by the
amendment of this Agreement on October 28, 1996 (the 'Amendment") in a
manner that would entitle Executive to terminate his employment under
this Agreement for Good Reason pursuant to the provisions of this
Agreement as they existed prior to the Amendment and obligate the
Company to provide the benefits provided by paragraphs (i), (iii) and
(iv) below. However, Executive has agreed to defer the exercise of
that right until the Termination Date, and the Company has agreed to
provide the benefits provided by paragraphs (i) (iii) and (iv) below
on the Termination Date. The payment provided by paragraph (i), which
will be $1,262,567 if the Effective Time is after January 1, 1997 as
contemplated, will be paid with interest at the annual rate of 7.5%
from the tenth date following the Effective Time until the date of
payment. The parties have agreed that these will be the Company's
obligations as a result of the termination of the employment of the
Executive.

(f) Section 17 shall be amended in its entirety to read:

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<PAGE> 3
Executive shall be entitled to an office and to work out of the
Company's offices in El Paso, Texas or Juarez, Mexico or such other
location as shall be mutually agreeable to Executive and the Company.

(g) Section 18(a) is modified by inserting the phrase "and for the
period ending two years after the Effective Time" after the phrase "the term of
this Agreement" in the second line of Section 18(a).

(h) Section 19(b) is deleted and Section 19(d) is amended in its
entirety to read as follows:

(d) Costs. If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach or default in connection with
any of the provisions of this Agreement, the prevailing party shall be
entitled to recover his or its reasonable attorneys' fees and other
costs incurred in that action or proceeding, in addition to any other
relief to which such party may be entitled.

(i) Schedule 1 is deleted.

(j) Section 18 is amended by adding the following paragraph at the
end thereof:

(i) ANTEC Common Stock. Following the Merger, the foregoing
rights of the Executive with respect to the Company Shares shall apply
equally to the common stock of ANTEC.

2. Conditioned on Merger. This Amendment is conditioned upon the
consummation of the Merger. If for any reason the Merger Agreement is
terminated, then this Amendment shall become null and void and have no force or
effect. The parties hereto ratify and affirm their respective obligations
under the Employment Agreement, as amended by this Amendment.

3. Applicable Law. The Employment Agreement and this Amendment
shall be construed and interpreted pursuant to the laws of Texas.

4. Entire Agreement. The Employment Agreement and this Amendment
contain the entire agreement between the Company and the Executive and
supersedes any and all previous agreements, written or oral, between the
parties relating to the subject matter hereof. No amendment or modification of
the terms of the Employment Agreement or this Amendment shall be binding upon
the parties hereto unless reduced to writing and signed by the Company and the
Executive.

5. Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original.

-3-
<PAGE> 4
6. Severability. In the event any provision of this Amendment is
held illegal or invalid, the remaining provisions of this Amendment shall not
be affected thereby.

IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the
Company has caused the Amendment to be executed in its name on its behalf, all
as of the day and year first above written.

COMPANY:

TSX CORPORATION

By: /s/ William H. Lambert
-------------------------
Title: Chairman, President and
Chief Executive Officer
-----------------------

EXECUTIVE:

/s/ William H. Lambert
-----------------------------

-4-

<PAGE> 1
EXHIBIT 10.6

AMENDMENT TO
EMPLOYMENT AGREEMENT

WITNESSETH:

WHEREAS, the Executive is currently employed by the Company as Senior
Vice President of the Company; and

WHEREAS, the Company and the Executive desire to enter into this
Amendment to the Employment Agreement to clarify those Change in Control
payments and to otherwise modify the Employment Agreement;

1. Amendment. The Employment Agreement is hereby amended as
follows:

(a) The first paragraph of Section 2 is amended in its entirety to
read:

2. Nature of Executive Services. The Executive
shall have such positions and perform such duties as the
Company shall reasonably determine from time to time to
facilitate the integration of the business of the Company with
the business of ANTEC Corporation following the merger of the
Company and TSX Acquisition Corporation (the "Merger") and to
further sales and marketing. In no event shall the Executive
be required to relocate his principal residence from Tucson,
Arizona.
<PAGE> 2

(b) Section 3 is amended in its entirety to read:

3. Term. The Term of the Executive's employment
hereunder shall continue until December 31, 1998 (the "Date of
Termination" or "Termination Date"). The term of this
Agreement is hereinafter referred to as the "Employment
Period."

(d) A new Section 4(c) is added reading:

(c) Stock Options. In connection with grants made in
1998, the Executive will be eligible to receive options to
purchase stock of ANTEC Corporation in the same manner as
other comparable executives of ANTEC and its subsidiaries.

(e) Section 8(f) is deleted and references anywhere in the
Employment Agreement to Section 8(f) are deleted.

(f) All references anywhere in the Employment Agreement to Section
9 are deleted and Section 9 is amended by deleting subsections (a), (b), (c)
(ii), (c)(iii) and (d) and amending the first sentence of subsection (c) prior
to the beginning of paragraph (c) (i) in its entirety to read:

(c) It is acknowledged that upon the Effective Time, the
Executive's duties, titles and offices will be changed by the
amendment of this Agreement on October 28, 1996 (the "Amendment") in a
manner that would entitle Executive to terminate his employment under
this Agreement for Good Reason pursuant to the provisions of this
Agreement as they existed prior to the Amendment and obligate the
Company to provide the benefits provided by paragraphs (i) and (iv)
below. However, Executive has agreed to defer the exercise of that
right until the Termination Date, and the Company has agreed to
provide the benefits provided by paragraphs (i) and (iv) below on the
Termination Date. The payment provided by paragraph (i), which will
be $661,466 if the Effective Time is after January 1, 1997 as
contemplated, will be paid with interest at the annual rate of 7.5%
from the tenth date following the Effective Time until the date of
payment. The parties have agreed that these will be the Company's
obligations as a result of the termination of the employment of the
Executive.

(g) Section 14 is deleted.

(h) Schedule 1 is deleted.

-2-
<PAGE> 3
2. Conditioned on Merger. This Amendment is conditioned upon the
consummation of the Merger. If for any reason the Merger Agreement is
terminated, then this Amendment shall become null and void and have no force or
effect.

3. Applicable Law. The Employment Agreement and this Amendment
shall be construed and interpreted pursuant to the laws of Texas.

5. Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original.

6. Severability. In the event any provision of this Amendment is
held illegal or invalid, the remaining provisions of this Amendment shall not
be affected thereby.

IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the
Company has caused the Amendment to be executed in its name on its behalf, all
as of the day and year first above written.

COMPANY:

TSX CORPORATION

By: /s/ William H. Lambert
-------------------------
Title: Chairman, President and
Chief Executive Officer
-----------------------

EXECUTIVE:

/s/ George L. Fletcher
-----------------------------

-3-

<PAGE> 1
EXHIBIT 10.7

AMENDMENT AND TERMINATION OF EMPLOYMENT AGREEMENT

AGREEMENT dated as of November 18, 1996 (this "Agreement) between TSX
Corporation (the "Company"), a Nevada corporation, and Harold C. Tamburro (the
"Executive").

PRELIMINARY STATEMENT

A. The Executive has been employed by the Company pursuant to an
Employment Agreement dated as of May 1, 1995 (the Employment Agreement).
Capitalized terms not otherwise defined herein are used herein as defined in
the Employment Agreement.

B. The Company, ANTEC Corporation, a Delaware corporation
("ANTEC"), and TSX Acquisition Corporation, a Nevada corporation ("Merger Sub")
have entered into a Plan of Merger dated as of October 28, 1996 pursuant to
which Merger Sub will be merged into the Company and the Company shall continue
to exist as the surviving corporation (the "Merger"). Such Plan of Merger, as
same may be amended, supplemented or modified from time to time, is referred to
herein as the "Merger Agreement."

C. Certain disputes (the "Disputes") have arisen between the
Company and the Executive, including but not limited to (i) the Executive's
claim that the calculation of "incentive compensation" under Section 9(c)(i) of
the Employment Agreement included the income received from exercise of stock
options, (ii) and the matters set forth in letters from Scott, Hulse, Marshall,
Feuille, Finger & Thurmond, P.C. ("Scott & Hulse"), counsel to the Executive,
to Kemp, Smith, Duncan & Hammond, P.C. ("Kemp Smith"), counsel to the Company,
dated October 18, 21, 23, 30 and November 11, 1996; letters from Kemp Smith to
Scott & Hulse dated October 18, 19, 22 and November 12, 1996; and letter from
William H. Lambert, Chairman and C.E.O. of the Company, to the Executive dated
October 28, 1996.

D. The Company on October 28, 1996 declared the Employment
Agreement to be void and terminated, and the Executive has filed with the
American Arbitration Association ("AAA") a demand for arbitration under Section
14 of the Employment Agreement. The parties have reached an understanding
whereby such voiding and termination will be rescinded, the Employment
Agreement will be modified and further actions will be taken in settlement and
compromise of disputed claims as provided below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and in settlement and compromise of disputes and claims
between the parties and for other good and valuable consideration, the parties
agree as follows:

1. The prior determination by the Company to void and terminate
the Employment Agreement and to terminate the Executive's employment is
rescinded and such prior determination is void ab initio as of October 28,
1996; and the Executive's employment with the Company under the Employment
Agreement, as amended hereby, shall remain in effect until terminated as
hereinafter provided.

2. The parties agree that the Executive is entitled to terminate
his employment under Section 8(f) of the Employment Agreement because on and
after October 28, 1996, he is no longer serving as, and accordingly is no
longer authorized to discharge the usual duties of, Senior Vice President,
Chief Financial Officer and Secretary of the Company; and the Executive has
elected to and does hereby terminate his Employment Period pursuant to Section
8(f) effective as of the date of this Agreement
<PAGE> 2
(which date is the "Termination Date" within the meaning of Section 8(h) of the
Employment Agreement). Pursuant thereto, the parties have agreed as follows:

(a) The Company shall pay to the Executive, and
simultaneously with the execution and delivery of this Agreement has
paid to Executive, in lump sum, in cash, the sum of $343,304,
consisting of the following:

(i) The Company shall pay to the
Executive the amount of his Base Salary, $10,153.83,
from October 29, 1996 through the date of this
Agreement, and the amount of accrued vacation pay,
$17,266.97, through the date of this Agreement,
aggregating $27,421, less normal deductions for
medical insurance, Medicare, Federal income tax
withholding and 401k plan; and the Executive
acknowledges that payment of such amount is in full
and final payment of all Base Salary and accrued
vacation pay to which he is entitled.

(ii) The Company shall pay to the
Executive in lump sum, in cash, the agreed amount of
$448,000 due to the Executive under the provisions of
Section 9(c)(i) of the Employment Agreement (less
withholding for Federal income tax and Medicare) and
no additional amounts shall be claimed or payable
under said Section 9(c)(i); and the Executive
acknowledges that payment thereof constitutes full
and final payment of all amounts due under said
Section 9(c)(i), waives and releases the Executive's
claim that the calculation of "incentive
compensation" under said Section 9(c)(i) includes the
income received from exercise of stock options, and
agrees that no additional amounts shall be claimed or
payable under said Section 9(c)(i) of the Agreement.

(iii) As the following coverage under
Benefit Plans (as defined in Section 9(c)(iv) of the
Employment Agreement) is paid for by the Company
(except for the Executive's portion described below)
and afforded to the Executive and his dependents,
then in accordance with Section 9(c)(iv) of the
Employment Agreement:

(A) The Company shall pay to
Executive the present value of life insurance
premiums for three years (less Federal income
tax and Medicare withholding) totaling
$2,267;

(B) The Company shall pay to
Executive the present value of MERP (medical
and dental for three years, less Federal
income tax and Medicare withholding),
totaling $13,365; and

(C) The remaining portion of such
coverage which is paid for by the Company
shall be paid by the Company and afforded to
the Executive and his dependents for a three
(3) year period beginning on the Date of
Termination (i.e., the date of this
Agreement); and the present value ($3,754) of
the portion of the coverage which the
Executive is obligated to pay for such three
year period (based upon the current amount of
$26.31 per week) has been deducted from the
amount payable to the Executive (as reflected
on Schedule A referred to below), and
accordingly, the Company shall pay for the
Executive's portion of the coverage for such
three year period.
<PAGE> 3
Attached hereto as Schedule A is a schedule of the amounts
payable, less applicable withholding amounts, under Sections 2(a)(i),
2(a)(ii) and 2(a)(iii)(A) and (B) of this Agreement, aggregating
$491,053, less withholding of $145,242, plus refund to Executive of a
previous COBRA payment of $1,245 and less the present value of the
Executive's portion of Benefit Plan coverages as provided in
Subparagraph (C) above, totaling $343,304. The Company has paid such
amount of $343,304 to Executive by wire transfer to an account
designated by the Executive, the receipt of which Executive hereby
acknowledges, in full and final payment of all amounts due under
Sections 9(c)(i), 9(c)(ii) and 9(c)(iv) of the Employment Agreement,
except for additional amounts hereafter payable under Section 9(c)(iv)
of the Employment Agreement as provided in Section 2(a)(iii)(C) of
this Agreement above.

(b) The provisions of Section 9(c)(ii) of the Employment
Agreement shall be inapplicable, and the Executive shall have no right
to elect to receive cash for his outstanding options for shares of the
Company's Common Stock. The three month period following termination
of employment specified in Section 2(b)(i) of the Non-Statutory Stock
Option Agreements dated May 23, 1995 and September 29, 1995 between
the Company and the Executive (the "Stock Option Agreements"), during
which period the Executive is entitled to exercise his stock options
then exercisable under the terms of the respective Stock Option
Agreements, shall not commence until the termination of the
restrictions contained in paragraph (c) of the Affiliates Letter
referred to in Section 5 of this Agreement, and this sentence shall
constitute an amendment of Section 2(b)(i) of each of the Stock Option
Agreements.

(d) Excepting Executive's remaining benefits under
Benefit Plans as provided in Section 2(a)(iii)(C) of this Agreement,
the Executive waives and releases all further claims for benefits or
compensation from the Company.

(e) Notwithstanding anything in this Agreement to the
contrary, the parties agrees that the provisions of Section 11 of the
Employment Agreement shall survive the termination of the Employment
Agreement.

3. Pursuant to Section 14 of the Employment Agreement, the
Executive has requested reimbursement of his legal fees and expenses in the
amount of $29,719.20 (as reflected by a statement of Scott & Hulse dated
November 18, 1996, a copy of which has been delivered by the Executive to the
Company) incurred by the Executive in connection with certain disputes arising
between the Company and the Executive. Without agreeing or disagreeing that
Executive is entitled to such reimbursement, the Company acknowledges that the
Employment Agreement is reasonably susceptible of an interpretation that
Executive is entitled to such reimbursement. Accordingly, in settlement and
compromise of disputes between the parties, the Company has agreed to and does
hereby recognize that it is obligated under the provisions of Section 14 of the
Employment Agreement to pay such legal fees and expenses of the Executive and,
simultaneously with the execution and delivery of this Agreement by the Company
and Executive, has paid such amount in full directly to Scott & Hulse.

4. The Company agrees that all of the payments to be made
pursuant to Sections 2 and 3 hereof shall be made in full without any remaining
dispute between the Executive and the Company with regard to such payments, and
the Company releases any defenses to, and agrees that no offset, counterclaim,
charge or deduction (except as set forth in Section 2(a) of this Agreement) of
any kind shall be asserted or taken against, payment of such amounts.

3
<PAGE> 4
5. The Executive, simultaneously with the execution and delivery
of this Agreement and as contemplated by the Merger Agreement, has executed and
delivered a letter dated October 28, 1996 addressed to ANTEC, the Company and
Merger Sub (the "Affiliates Letter") which, among other things, places certain
restrictions on the sale or other disposition of TSX Common Stock before the
Merger or ANTEC Common Stock after the Merger. The Company represents that the
form of such Affiliates Letter executed by the Executive is the same as that
executed by other executive officers of TSX.

6. Except as otherwise provided in this Agreement, the Executive
hereby releases, discharges and acquits the Company and its subsidiaries and
their respective officers, directors, employees, shareholders, agents and
attorneys of and from any claims, damages, liabilities, costs or expenses
arising from or growing out of the prior termination on October 28, 1996 of the
Employment Agreement and the Executive's employment, including but not limited
to the Disputes. Except as otherwise provided in this Agreement, the Company,
for itself and its subsidiaries, hereby releases, discharges and acquits the
Executive, his agents and attorneys, and the Executive hereby releases,
discharges and acquits the Company and its subsidiaries and their respective
officers, directors, employees, shareholders, agents and attorneys, of and from
any claims, damages, liabilities, costs or expenses (collectively, the
"Liabilities") existing on the date hereof or arising from or growing out of
events, actions or omissions occurring prior to the date hereof, of whatever
kind or nature, known or unknown, liquidated or unliquidated, fixed or
contingent, including but not limited to the Disputes; and the Company agrees
to indemnify and save harmless the Executive from any such Liabilities to its
subsidiaries. Executive agrees to dismiss his demand for arbitration with AAA.

7. The Employment Agreement and this Agreement shall be construed
and interpreted in accordance with the laws of Texas, and the parties consent
to the exclusive venue and jurisdiction of the Federal and state courts located
in El Paso County, Texas. The Employment Agreement, as amended by this
Agreement, contains the entire agreement between the Company and the Executive
and supersedes any and all previous agreements, written or oral, between the
parties relating to the subject matter hereof. No amendment or modification of
the terms of the Employment Agreement or this Agreement shall be binding upon
the parties hereto unless reduced to writing and signed by the Company and the
Executive. This Agreement may be executed in counterparts, each of which shall
be deemed an original.

8. The parties hereto acknowledge and agree that Executive has
returned to the Company all property in his possession which belongs to the
Company.

9. Each party to this Agreement agrees to perform all further
acts and to execute and deliver all further documents that may be reasonably
necessary, and otherwise reasonably cooperate and use

4
<PAGE> 5
reasonable efforts, to carry out the provisions of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the Executive
and the Company as of the day and year first above written.

TSX CORPORATION

By: /s/ WILLIAM H. LAMBERT
---------------------------------------------
William H. Lambert, Chairman,
President and Chief Executive Officer

/s/ HAROLD C. TAMBURRO
------------------------------------------------
Harold C. Tamburro

5
<PAGE> 6
SCHEDULE A

PAY PAYMENT

1 10/29/96 THRU 11/18/96 $10,153.83

Vacation Pay 17,266.97

Total $27,420.80 $27,421

2 Life Ins. 11/16/96 to 11/15/97 $666
11/16/97 to 11/15/98 $789
11/16/98 to 11/15/99 $963 3 yr pres val @ 6% 2,267

3 MERP Medical $2000/yr
Dental $3000/yr
Total $5000/yr 3 yr pres val @ 6% 13,365

4a 1993 1994 1995 1996
Base 125,306 134,935 148,770 160,000
0 94,400 95,420 85,000

Severance 2 x ($160,000 + ($94,400 + $95,420) /3) 446,547

4b 1997 target bonus $160,000 x 40% $64,000

Severance 2 x ($160,000 + $64,000) 448,000

TOTAL DUE (Gross) 491,053

Med ins 3 wks 78.93 79
401K 548.07 548
Fed Tx @ 28% 28% of 491,053 137,495
Medicare @ 1.45% 1.45% of 491,0534 7,120
Subtotal 145,242

Net Due 345,811

Cobra refund 1,245

Deduct present value, Executive's portion of Benefit
Plan Coverage ($26.31/mo - 3 yr pres val @ 6%) 3,754

Net payment due 343,304

<PAGE> 1
EXHIBIT 11 -- STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS

TSX CORPORATION AND SUBSIDIARY

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Oct. 26, 1996 Oct. 28, 1995 Oct. 26, 1996 Oct. 28, 1995
------------- ------------- ------------- -------------
(Expressed in Thousands Except Per Share Data)
<S> <C> <C> <C> <C>
PRIMARY
Average shares outstanding 15,423 15,297 15,423 15,054
Net effect of dilutive stock
options and warrants 0 684 608 857
------------ ---------- ----------- ----------

TOTAL 15,423 15,981 16,031 15,911
============ ========== =========== ==========

Net Income $ (35) 3,734 3,461 6,936
============ ========== =========== ==========

Net Income per share $ --- .23 .22 .44
============ ========== =========== ==========

FULLY DILUTED
Average shares outstanding 15,423 15,297 15,423 15,054
Net effect of dilutive stock
options and warrants 0 765 642 988
------------ ---------- ----------- ----------

TOTAL 15,423 16,062 16,065 16,042
============ ========== =========== ==========

Net Income $ (35) 3,734 3,461 6,936
============ ========== =========== ==========

Net Income per share $ --- .23 .22 .43
============ ========== =========== ==========
</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE SIX MONTHS ENDED OCTOBER 26, 1996.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-01-1996
<PERIOD-END> OCT-26-1996
<CASH> 26,894
<SECURITIES> 0
<RECEIVABLES> 16,424
<ALLOWANCES> 1,423
<INVENTORY> 12,234
<CURRENT-ASSETS> 57,398
<PP&E> 20,530
<DEPRECIATION> 10,723
<TOTAL-ASSETS> 73,473
<CURRENT-LIABILITIES> 13,220
<BONDS> 0
0
0
<COMMON> 154
<OTHER-SE> 60,099
<TOTAL-LIABILITY-AND-EQUITY> 73,473
<SALES> 41,380
<TOTAL-REVENUES> 41,380
<CGS> 25,169
<TOTAL-COSTS> 37,603
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,419
<INCOME-TAX> 958
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,461
<EPS-PRIMARY> 0
<EPS-DILUTED> .22

</TABLE>