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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
ANTEC Corporation
(Name of Issuer)
Common Stock
(Title of class of securities)
03664P105
(CUSIP number)
William H. Lambert, President
TSX Corporation
4849 N. Mesa, Suite 200
El Paso, Texas 79912
(915) 533-4600
(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 [x].
(continued on following pages)
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CUSIP No. 03664P105 13D
1 Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
TSX Corporation (74-2678034)
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC Use Only
4 Source of Funds
OO - Voting Agreement dated as of October 28, 1996
between TSX Corporation and Anixter International Inc.
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Nevada
7 Sole Voting Power
0
8 Shared Voting Power
7,113,500
9 Sole Dispositive Power
0
10 Share Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,113,500
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
31.1%
14 Type of Reporting Person
CO
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SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, $.01 par value per
share (the "Common Stock") of ANTEC Corporation, a Delaware Corporation
("ANTEC"). ANTEC's principal executive offices are located at 2850 West Golf
Road, Rolling Meadows, Illinois 60008.
ITEM 2. Identity and Background
This Schedule 13D is being filed by TSX Corporation, a Nevada
corporation ("TSX"), whose principal businesses, conducted through its Texscan
Corporation subsidiary, are the design, manufacture and sale of a broad line of
cable television distribution electronics and related products and the design,
manufacture and sale of advertising insertion electronics and character
generators. The address of the principal office of TSX is 4849 N. Mesa, Suite
200, El Paso, Texas 79912.
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 TSX are set forth
below. Each of the executive officers and directors of TSX is a United States
citizen.
<TABLE>
<CAPTION>
Present Principal
Name and Address Title Occupation or Employment
---------------- ----- ------------------------
<S> <C> <C>
William H. Lambert Chairman of the Board, Chief Chairman of the Board, Chief
4849 N. Mesa, Suite 200 Executive Officer and President Executive Officer and President
El Paso, Texas 79912 of TSX
George L. Fletcher Senior Vice President - Corporate Senior Vice President - Corporate
4849 N. Mesa, Suite 200 Marketing Marketing of TSX
El Paso, Texas 79912
Victor D. Gherson Vice President, Secretary, Chief Vice President, Secretary, Chief
4849 N. Mesa, Suite 200 Financial Officer Financial Officer of TSX
El Paso, Texas 79912
Talton R. Embry Director Managing Director and Chief
Magten Asset Management Co. Investment Officer of Magten
35 E. 21st Street, 5th Floor Asset Management Corporation
New York, New York 10010
Larry E. Romrell Director Executive Vice-President of TCI,
Tele-Communications, Inc. as defined below
5619 DTC Parkway
Englewood, Colorado 80111
Lewis Solomon Director Chairman of the Board and Chief
R & L of New York Corporation Executive Officer of Silent
144 Nassau Blvd. Radio, Inc.
W. Hempstead, New York 11552
J.C. Sparkman Director Retired
2530 S. Dudley
Lakewood, Colorado 80227
</TABLE>
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Tele-Communications, Inc., a Delaware corporation, ("TCI") may, under
the rules of the Securities and Exchange Commission ("SEC"), be deemed a
controlling person of TSX. TCI has provided information to TSX that TCI,
through its subsidiaries and affiliates, is principally engaged in the
construction, acquisition, ownership and operation of cable television systems
and the provision of satellite-delivered video entertainment, information and
home shopping programming services to various video distribution media,
principally cable televisions systems. According to the information provided
by TCI, TCI also has investments in cable and telecommunications operations and
television programming in certain international markets as well as investments
in companies and joint ventures involved in developing and providing
programming for new television and telecommunications technologies. According
to information provided by TCI, TCI's principal business address is 5619 DTC
Parkway, Englewood, Colorado 80111, and 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,
directors and controlling persons of TCI are as set forth below. According to
information provided by TCI, to the knowledge of TCI, each of the executive
officers, directors and controlling persons of TCI is a United States citizen.
<TABLE>
<CAPTION>
Present Principal
Name and Address Title Occupation or Employment
---------------- ----- ------------------------
<S> <C> <C>
Bob Magness Chairman of the Board and Director Chairman of the Board and Director
5619 DTC Parkway of TCI of TCI
Englewood, CO 80111
John C. Malone President and Chief Executive President and Chief Executive
5619 DTC Parkway Officer & Director of TCI Officer & Director of TCI
Englewood, CO 80111
Donne F. Fisher Director & Consultant of TCI Consultant of TCI
5619 DTC Parkway
Englewood, CO 80111
John W. Gallivan Director of TCI Chairman of the Board
Kearns-Tribune Corporation of Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Tony Lee Coelho Director of TCI; Chairman of the Chairman & Chief Executive Officer
Coelho Associates, LLP Board & Chief Executive Officer of of Coelho Associates, LLP
1325 Avenue of the Americas ETC w/TCI, Inc.;
26th Floor
New York, NY 10019
Kim Magness Director of TCI & TCI Personal investor
4000 E. Belleview Communications, Inc.
Englewood, CO 80111
Robert A. Naify Director of TCI President and C.E.O. of Todd-AO
Todd-AO Corporation Corporation
172 Golden Gate Avenue
San Francisco, CA 94102
Jerome H. Kern Director of TCI Business Consultant; Senior Counsel
Baker & Botts, L.L.P. to Baker & Botts, L.L.P.
5619 DTC Parkway
Englewood, CO 80111
</TABLE>
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<TABLE>
<S> <C> <C>
Gary K. Bracken Senior Vice President & Controller Senior Vice President & Controller
TCI Communications, Inc. of TCI Communications, Inc. of TCI Communications, Inc.
5619 DTC Parkway
Englewood, CO 80111
Stephen M. Brett Executive Vice President, Secretary Executive Vice President, Secretary
5619 DTC Parkway & General Counsel of TCI & General Counsel of TCI
Englewood, CO 80111
Brendan R. Clouston Executive Vice President & Chief Executive Vice President & Chief
5619 DTC Parkway Operating Officer of TCI Operating Officer of TCI
Englewood, CO 80111
Barry Marshall Executive Vice President of TCI Executive Vice President of TCI
TCI Communications, Inc. Communications, Inc. Communications, Inc.
5619 DTC Parkway
Englewood, CO 80111
Larry E. Romrell Executive Vice President of TCI Executive Vice President of TCI
5619 DTC Parkway
Englewood, CO 80111
Bernard W. Schotters, II Senior Vice President - Finance & Senior Vice President - Finance &
TCI Communications, Inc. Treasurer of TCI Communications, Treasurer of TCI Communications,
5619 DTC Parkway Inc. Inc.
Englewood, CO 80111
Robert N. Thomson Senior Vice President - Government Senior Vice President - Government
TCI Communications, Inc. Affairs of TCI Communications, Inc. Affairs of TCI Communications, Inc.
5619 DTC Parkway
Englewood, CO 80111
Fred A. Vierra Executive Vice President of TCI Executive Vice President of TCI
5619 DTC Parkway
Englewood, CO 80111
Peter R. Barton Executive Vice President of TCI Executive Vice President of TCI
5619 DTC Parkway
Englewood, CO 80111
</TABLE>
During the last five years, none of TSX and, to TSX's knowledge, the
executive officers and directors of TSX listed above: (i) has been convicted in
any criminal proceeding (excluding traffic violations and similar
misdemeanors), or (ii) is a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction wherein any such person was or is
subject to a judgment, decree or final order enjoining any such person from
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws, except, on September 9, 1993, Talton R. Embry, a director of TSX, and
Magten Asset Management Corporation ("Magten"), an investment manager,
established by Mr. Embry, without admitting or denying the allegations in a
complaint by the SEC, consented to the entry of judgments enjoining each of
them from violation (and in the case of Mr. Embry, aiding and abetting
violations) of anti-fraud and other provisions of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the Investment Advisers Act of 1940,
as amended, and the Investment Company Act of 1940, as amended. The SEC
complaint alleged principally that Mr. Embry failed to advise clients of
certain personal trades relevant to the clients' holdings, to obtain certain
consents required under applicable law in connection therewith and to comply
with certain reporting requirements. The complaint did not involve the
securities of TSX. As part of the settlement, Mr. Embry made a $1.0 million
payment for the benefit of certain of Magten's clients.
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According to information provided by TCI, during the last five years,
none of TCI and, to TCI's knowledge, the executive officers, directors and
controlling persons of TCI listed above: (i) has been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors), or (ii) was
a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction wherein any such person was or is subject to a judgment,
decree or final order enjoining any such person from future violations of, or
prohibiting or mandating activity subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
TSX is filing this Schedule 13D because it has entered into a Voting
Agreement with Anixter International Inc., a Delaware corporation ("Anixter"),
which is a stockholder of ANTEC, dated as of October 28, 1996 (the "Voting
Agreement"). Pursuant to the Voting Agreement, Anixter, which owns
approximately 31.1% of the outstanding Common Stock of ANTEC, has agreed,
subject to the terms and conditions of the Voting Agreement, that during the
term of the Voting Agreement, at any meeting of the stockholders of ANTEC
however called, and in any action by written consent of the stockholders of
ANTEC, Anixter shall vote all shares of Common Stock of ANTEC now owned or
which may hereafter be acquired by Anixter (the "Shares") (or cause the Shares
to be voted) in favor of the merger of a newly formed subsidiary of ANTEC with
and into TSX (the "Merger") pursuant to a Plan of Merger dated October 28, 1996
(the "Merger Agreement"), among ANTEC, TSX and the newly formed subsidiary of
ANTEC. Pursuant to the Merger Agreement, each share of common stock of TSX
will be converted into the right to receive one share of ANTEC Common Stock,
each outstanding option granted by TSX to purchase shares of common stock of
TSX shall be converted automatically into an option to purchase the same number
of shares of Common Stock of ANTEC at the same exercise price, and TSX will
become a wholly-owned subsidiary of ANTEC. Under the Voting Agreement, Anixter
(without further action on Anixter's part) is deemed to have irrevocably
appointed TSX as its attorney and proxy, with full power of substitution, to
vote each of the Shares as its proxy, at any annual, special or adjourned
meeting of the stockholders of ANTEC, in the event ANTEC breaches its agreement
to vote the Shares in favor of the Merger. No separate consideration was
exchanged in connection with the Voting Agreement.
ITEM 4. Purpose of Transaction
TSX, as a condition to entering into the Merger Agreement, requested
that Anixter agree, and in order to induce TSX to enter the Merger Agreement,
Anixter agreed to enter into the Voting Agreement. The Merger Agreement
provides for the merger of the newly formed subsidiary of ANTEC with and into
TSX, resulting in TSX becoming a wholly-owned subsidiary of ANTEC, and for
William H. Lambert, Chairman, Chief Executive Officer and President of TSX, to
become a member of the Board of Directors of ANTEC upon consummation of the
Merger. Except for the Merger and Mr. Lambert becoming a member of the Board
of Directors of ANTEC upon consummation of the Merger, none of TSX and, to
TSX's knowledge after due inquiry, TCI and the executive officers, directors
and controlling persons of TSX and TCI listed above, has any present plans or
proposals which relate to or would result in: (i) any acquisition by any person
of additional securities of ANTEC, or any disposition of securities of ANTEC;
(ii) any other extraordinary corporate transaction involving ANTEC or any of
its subsidiaries; (iii) any sale or transfer of a material amount of assets of
ANTEC or any of its subsidiaries; (iv) any other change in the present board of
directors or management of ANTEC, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the board;
(v) any material change in the present capitalization or dividend policy of
ANTEC; (vi) any other material change in ANTEC's business or corporate
structure; (vii) any changes in ANTEC's charter, by-laws, or other instruments
corresponding thereto or other actions which may impede the acquisition or
control of ANTEC by any person; (viii) any delisting from a national securities
exchange or any loss of authorization for quotation in an inter-dealer
quotation system of a registered national securities association of a class of
securities of ANTEC; (ix) any termination of registration pursuant to section
12(g)(4) of the Exchange Act of a class of equity securities of ANTEC; or (x)
any action similar to any of those enumerated above.
Notwithstanding the foregoing, TCI has informed TSX that TCI may
determine to change its investment intent with respect to its TSX Holdings,
which post-merger will convert into ANTEC holdings ("TSX Holdings"), at any
time in the future. In reaching any conclusion as to its future course of
action, TCI will take into consideration various factors, such as ANTEC's
business and prospects, other developments
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concerning ANTEC, other business opportunities available to TCI, developments
with respect to the business of TCI, and general economic and stock market
conditions, including, but not limited to, the market price of the Common Stock
of ANTEC. TCI reserves the right, depending on other relevant factors, to
acquire shares of the Common Stock of ANTEC in open market or privately
negotiated transactions, to dispose of all or a portion of its holdings of
shares of the Common Stock of ANTEC or to change its intention with respect to
any or all of the matters referred to in this Item.
ITEM 5. Interest in Securities of the Issuer
(a) Pursuant to Rule 13d-3(a)(1) of the Exchange Act, TSX by
virtue of the Voting Agreement may be deemed to beneficially own the 7,113,500
shares of ANTEC Common Stock owned by Anixter, which constitutes 31.1% of the
outstanding ANTEC Common Stock. To the knowledge of TSX after due inquiry,
none of TCI and the executive officers and directors of TSX listed above
beneficially own any shares of ANTEC Common Stock. TSX is not aware that the
executive officers, directors and controlling persons of TCI listed above
beneficially own any shares of ANTEC Common Stock, but TSX does not have actual
knowledge and cannot represent that none of the executive officers, directors
and controlling persons of TCI listed above beneficially own any shares of
ANTEC Common Stock.
(b) TSX does not have any power to dispose or direct the
disposition of the Shares covered by the Voting Agreement. As provided in the
Voting Agreement, Anixter has agreed to vote the Shares in favor of the Merger,
but, should Anixter breach its agreement to do so, TSX is authorized to vote
the Shares as the proxy of Anixter without any further action on Anixter's
part. TSX thus shares power to vote or direct the voting as to the 7,113,500
shares of ANTEC Common Stock presently owned by Anixter. To the knowledge of
TSX after due inquiry of representatives of Anixter, Anixter is a Delaware
corporation, whose principal business is providing networking and cabling
solutions. The address of its principal office is Two North Riverside Plaza,
19th Floor, Chicago, Illinois 60606. To the knowledge of TSX after due inquiry
of representatives of Anixter, during the last five years Anixter has neither
been convicted in any criminal proceeding (excluding traffic violations and
similar misdemeanors), nor has Anixter been a party to any civil proceeding of
a judicial or administrative body of competent jurisdiction wherein Anixter was
or is subject to a judgment, decree or final order enjoining Anixter from
future violations of, or prohibiting or mandating activity subject to, federal
or state securities laws or finding any violation with respect to such laws.
(c) TSX has not executed transactions in the Common Stock of ANTEC
during the past sixty (60) days. To the knowledge of TSX after due inquiry,
none of TCI and the executive officers and directors of TSX listed above has
executed transactions in the Common Stock of ANTEC during the past sixty (60)
days. TSX is not aware that any of the executive officers, directors and
controlling persons of TCI listed above has executed transactions in the Common
Stock of ANTEC during the past sixty (60) days, but TSX does not have actual
knowledge and cannot represent that none of the executive officers, directors
and controlling persons of TCI listed above has executed transactions in the
Common Stock of ANTEC during the past sixty (60) days.
(d) Anixter or other persons not known to TSX has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the ANTEC Common Stock reported as beneficially owned by TSX
on this Schedule 13D.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
To the knowledge of TSX, other than the Voting Agreement, the Merger
Agreement, a registration rights agreement between TCI and ANTEC providing for
the registration of the shares of Common Stock of ANTEC to be received by TCI,
as a stockholder of TSX, in the Merger, there are presently no contracts,
arrangements, understandings or relationships among the persons named in Item 2
of this Schedule 13D or between such persons and other persons with respect the
Common Stock of ANTEC. A description of the Voting Agreement and the Merger
Agreement are included in Item 3 of this Schedule 13D.
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ITEM 7. Material to be Filed as Exhibits
(1) Plan of Merger among ANTEC Corporation, TSX Corporation and
TSX Acquisition Corporation, dated October 28, 1996. (incorporated by
reference to Exhibit 2 filed with Current Report of ANTEC on Form 8-K dated
November 1, 1996.)
(2) Voting Agreement dated as of October 28, 1996, between TSX
Corporation and Anixter International Inc. (incorporated by reference to
Exhibit 99.2 filed with Current Report of ANTEC on Form 8-K dated November 1,
1996.)
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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.
November 6, 1996
TSX CORPORATION
By: /s/ WILLIAM H. LAMBERT
-----------------------------------
William H. Lambert, President and
Chief Executive Officer
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