SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TSX Corporation
(Name of Issuer)
Common Stock
(Title of class of securities)
87 3027 10 6
(CUSIP number)
James E. Knox
ANTEC Corporation
2850 West Golf Road
Rolling Meadows, Illinois 60008
(847) 439-4444
(Name, address and telephone number of persons
authorized to receive notices and communications)
October 28, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(continued on following pages)
<PAGE>
CUSIP No.873027106 13D
1 Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
ANTEC Corporation (13-5424347)
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC Use Only
4 Source of Funds
OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware corporation
Number of Shares Beneficially Owned by each Reporting Person with
7 Sole Voting Power
0
8 Shared Voting Power
7,181,341
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,181,341
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
44.1
14 Type of Reporting Person
CO
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $.01 per share
(the "Common Stock") issued by TSX Corporation, a Nevada corporation ("TSX").
The address of TSX's principal executive offices is 4849 North Mesa, Suite 200,
El Paso, Texas 79912.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by ANTEC Corporation ("ANTEC"), whose principal
office and principal business address is 2850 West Golf Road, Rolling Meadows,
Illinois 60008. ANTEC is a Delaware corporation and is principally engaged in
the design and engineering of hybrid fiber/coax broadband networks and the
manufacturing, materials management and distribution of products for these
networks.
The names, titles, residence or business addresses and present principal
occupation or employment (and the name, principal business and address of any
corporation or other organization in which such employment is conducted) of
each of the executive officers and directors of ANTEC are set forth below.
Each of the executive officers and directors of ANTEC is a United States
citizen.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME AND ADDRESS TITLE OCCUPATION OR EMPLOYMENT
<S> <C> <C>
Rod F. Dammeyer Director Holds executive positions with
2 North Riverside Plaza various affiliates of Sam Zell,
Suite 1950 including Anixter International
Chicago, IL 60606 Inc.
2 North Riverside Plaza
Suite 1950
Chicago, IL 60606
John M. Egan Director, President and Chief Director, President and Chief
2850 West Golf Road Executive Officer Executive Officer of ANTEC
Rolling Meadows, IL 60008
James L. Faust Director and Executive Vice Director and Executive Vice
2850 West Golf Road President, International President, International of ANTEC
Rolling Meadows, IL 60008
John R. Petty Director Private Investor
1607 Forest Lane
McLean, VA 22101
Bruce Van Wagner Director and Chairman Director and Chairman of ANTEC
2850 West Golf Road
Rolling Meadows, IL 60008
<PAGE>
Mary Agnes Wilderotter Director Executive Vice President of AT&T
5400 Carillon Point, 4th Floor Wireless Services
Kirkland, WA 98033 5400 Carillon Point, 4th Floor
Kirkland, WA 98033
Samuel K. Skinner Director President of Commonwealth Edison
First Notional Bank Building First National Bank Building
10 South Dearborn 10 South Dearborn
Chicago, IL 60603 Chicago, IL 60603
Lawrence A. Margolis Executive Vice President, Chief Executive Vice President, Chief
2850 West Golf Road Financial Officer and Secretary Financial Officer and Secretary of
Rolling Meadows, IL 60008 ANTEC
Gordon E. Halverson Executive Vice President, Sales Executive Vice President, Sales of
2850 West Golf Road ANTEC
Rolling Meadows, IL 60008
Daniel J. Distel Vice President and Controller Vice President and Controller of
2850 West Golf Road ANTEC
Rolling Meadows, IL 60008
James A. Bauer Senior Vice President, Senior Vice President,
2850 West Golf Road Communications and Administrations Communications and Administrations
Rolling Meadows, IL 60008 of ANTEC
James E. Knox General Counsel and Assistant General Counsel and Assistant
2850 West Golf Road Secretary Secretary of ANTEC and Senior Vice
Rolling Meadows, IL 60008 President, General Counsel and
Secretary of Anixter International
Inc.
</TABLE>
(a)-(c) Not applicable
(d)-(e) During the last five years, none of ANTEC and, to ANTEC's
knowledge, the executive officers and directors of ANTEC listed above: (i) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f) Not applicable
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Schedule 13D is being filed because of the execution of a Voting
Agreement dated October 28, 1996, between ANTEC and Tele-Communications, Inc.,
a Delaware corporation ("TCI") (the "Voting Agreement") as a result of which
ANTEC may be deemed to share voting power with respect to the shares of Common
Stock held by TCI or any of its subsidiaries. The Voting Agreement was
executed and delivered in connection with the negotiation of the Plan of Merger
dated October 28, 1996, among ANTEC, TSX and TSX Acquisition Corporation (the
"Merger Agreement"). No separate consideration was exchanged in connection
with the Voting Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(b) Pursuant to the Voting Agreement, TCI has agreed to vote its
shares of Common Stock entitled to vote in favor of the proposed merger between
ANTEC and TSX (the "Merger") at any stockholders meeting called for such
purpose. The Merger is to be consummated pursuant to the terms and conditions
of the Merger Agreement, pursuant to which TSX Acquisition Corporation will
merge with an into TSX and each share of Common Stock will be converted into
the right to receive one share of common stock of ANTEC.
(c)-(j) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of October 28, 1996:
(a) ANTEC was the beneficial owner of an aggregate of 7,181,341 shares
of Common Stock, which constituted 44.1% of the outstanding shares
of Common Stock based upon the most recent publicly available
information regarding TSX. The number of shares of Common Stock
beneficially owned by ANTEC include 854,341 shares that may be
purchased by TCI pursuant to options granted by TSX and exercisable
within 60 days. The executive officers and directors of ANTEC
listed in Item 1 do not, to ANTEC's knowledge, beneficially own any
Common Stock.
(b) ANTEC had, pursuant to the Voting Agreement, the shared power to
vote (or to direct the vote) of an aggregate of 7,181,341 shares of
Common Stock, and did not have the sole power to vote (or direct the
vote) or the sole or shared power to dispose (or direct the
disposition) of any shares of Common Stock.
(c) Not applicable.
(d) With respect to the shares of Common Stock beneficially owned by
ANTEC, TCI has the right to receive or the power to direct the
receipt of dividends from, or the proceeds of the sale of, the
Common Stock.
(e) Not applicable.
<PAGE>
TCI, with which ANTEC shares the power to vote shares of Common Stock,
is a Colorado corporation principally engaged in the construction,
acquisition, ownership and operation of cable television systems and the
provision of satellite-delivered video entertainment to various video
distribution media. The address of the principal office of TCI is Terrace
Tower II, 5619 DTC Parkway, Englewood, Colorado 80111-3000.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
(a) ANTEC has entered into a Voting Agreement, dated October 28, 1996
with TCI with respect to the voting of shares of Common Stock held
by TCI or any of its subsidiaries.
(b) ANTEC, TSX, and TSX Acquisition Corporation have entered into the
Merger Agreement, dated October 28, 1996, whereby TSX Acquisition
Corporation will merge with and into TSX and each share of Common
Stock will be converted into the right to receive one share of
common stock of ANTEC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are exhibits filed herewith:
1. Voting Agreement dated as of October 28, 1996, between ANTEC
Corporation and Tele-Communications, Inc. (Incorporated by
reference to Exhibit 99.1 filed with Current Report of ANTEC
on Form 8-K dated November 1, 1996.)
2. Plan of Merger dated October 28, 1996, among ANTEC Corporation, TSX
Corporation and TSX Acquisition Corporation. (Incorporated by
reference to Exhibit 2 filed with Current Report of ANTEC on Form 8-
K dated November 1, 1996.)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ANTEC CORPORATION
November 6, 1996 By: /s/ Daniel J. Distel
------------------------------------
Daniel J. Distel
Vice President
