<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ANTEC CORPORATION
-----------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
03664P105
---------
(CUSIP Number)
Stephen M. Brett, Esq., Executive Vice President and General Counsel,
Tele-Communications, Inc.
Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111, (303-267-5500)
------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 29, 1998
-------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box: [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Exhibit Index is on Page n/a
---
Page 1 of 7
<PAGE>
Cusip No. 03664P105
<TABLE>
<CAPTION>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
TELE-COMMUNICATIONS, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------------------------------------------------------------
(4) Source of Funds
WC
- ------------------------------------------------------------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
- ------------------------------------------------------------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------------------------------------------------------------------------
Number of (7) Sole Voting Power 7,681,341 Shares*
Shares Bene- --------------------------------------------------------------------------------------------------------------
ficially (8) Shared Voting Power 0 Shares
Owned by --------------------------------------------------------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 7,681,341 Shares*
ing Person --------------------------------------------------------------------------------------------------------------
With (10) Shared Dispositive Power 0 Shares
- ------------------------------------------------------------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,681,341 Shares*
- ------------------------------------------------------------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- ------------------------------------------------------------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
19%
- ------------------------------------------------------------------------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
</TABLE>
_____________________________
*Including the 6,827,000 shares currently beneficially owned by TCI together
with the additional 854,341 shares TCI would acquire upon the exercise of stock
options. (See Items 3 and 5)
Page 2 of 7
<PAGE>
Cusip No. 03664P105
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
ANTEC CORPORATION
(Commission File No. 022336)
ITEM 1. Security and Issuer
-------------------
Tele-Communications, Inc., a Delaware corporation ("TCI"), hereby
amends and supplements its Statement on Schedule 13D (the "Statement"), with
respect to the Common Stock, $.01 par value (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.
Unless otherwise indicated, capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Statement.
ITEM 2. Identity and Background
-----------------------
Schedule 1 incorporated by reference in Item 2 of the Statement is
hereby amended and supplemented by the new Schedule 1 attached hereto, which is
incorporated herein by reference. All other provisions of Item 2 remain the
same.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 is hereby amended and supplemented by adding the following:
As more fully described in Item 4 below, on June 29, 1998, a subsidiary
of TCI purchased 500,000 shares of Common Stock for $7,250,000. Such funds came
from working capital.
ITEM 4. Purpose of Transaction
----------------------
Item 4 is hereby amended and supplemented by adding the following:
Pursuant to the terms of an Assignment and Assumption Agreement dated
as of April 13, 1998, between Antec and TCI TSX, Inc., a subsidiary of TCI, TCI
TSX, Inc. purchased 500,000 shares of Common Stock in a private transaction on
June 29, 1998. The purchase price for such shares was $7,250,000. TCI acquired
beneficial ownership of the shares as an investment and without any present
intent to sell them. The
Page 3 of 7
<PAGE>
Cusip No. 03664P105
500,000 shares of Common Stock is a portion of shares of Common Stock Antec had
the right to acquire from a third party.
Except as otherwise described in the Statement, as amended, neither TCI
nor, to the best of its knowledge, any of its executive officers, directors or
controlling persons, have 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 extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
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 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 of 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 Act, as amended, of a class of equity securities of
Antec; or (x) any action similar to any of those enumerated above.
Notwithstanding the foregoing, TCI may determine to change its
investment intent with respect to Antec 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 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. In particular, TCI reserves the right, depending on other
relevant factors, to acquire additional shares of the Common Stock of Antec in
open market or privately negotiated transactions. Further, TCI may elect 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 at any time in the future.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby amended and supplemented by adding the following:
(a) TCI presently beneficially owns 7,681,341 shares of the Common
Stock. Of the 7,681,341 shares beneficially owned, 6,827,000 shares are
currently owned of record by a subsidiary of TCI and an additional 854,341
shares may be acquired upon the exercise of the TCI Options. The 7,681,341
shares of Common Stock beneficially owned by TCI represent approximately 19% of
the 40,238,847 shares of Antec Common Stock outstanding as of April 30, 1998, as
reported by Antec in its Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 and adjusted for the exercise of the TCI Options.
As of January 1, 1998, Fred A. Vierra resigned as an Executive Vice
President of TCI. Larry Romrell, an Executive Vice President of TCI, holds
options to acquire 16,200 shares of Common Stock, which are fully vested. Other
than as stated herein and as previously reported with respect to Mr. Schotters,
to the knowledge of TCI, no other person listed on Schedule 1 hereto has an
interest in any securities of Antec.
(c) During the past 30 days, JC Sparkman, a Director of TCI, has
exercised options for 16,200 shares of Common Stock and sold such shares
immediately upon acquisition through a broker at prices ranging from
approximately $19 to $22 per share.
Page 4 of 7
<PAGE>
Cusip No. 03664P105
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to the Statement
is true, complete and correct.
July 15, 1998 TELE-COMMUNICATIONS, INC.
/s/ Stephen M. Brett
---------------------------
Stephen M. Brett
Executive Vice President and
General Counsel
Page 5 of 7
<PAGE>
SCHEDULE 1
----------
Directors, Executive Officers and Controlling Persons
of Tele-Communications, Inc. ("TCI")
<TABLE>
<CAPTION>
DIRECTORS
----------
<S> <C> <C>
Name Principal Occupation & Principal Business or Organization in
- ---- Business Address Which such Employment Is Conducted
---------------------- -------------------------------------
Donne F. Fisher Consultant & Director of TCI; Business Cable television & telecommunications
Executive & programming services
5619 DTC Parkway
Englewood, CO 80111
John W. Gallivan Director of TCI; Director of Newspaper publishing
Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Paul A. Gould Director of TCI; an Executive Vice President Investment banking services
& a Managing Director of
Allen & Company Incorporated
711 5th Avenue
New York, New York 10022
Leo J. Hindery, Jr. President & Director of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Jerome H. Kern Vice Chairman of the Board & a Director Business Consulting; Law
of TCI; Consultant; Special Counsel
to Baker & Botts, L.L.P.
5619 DTC Parkway
Englewood, CO 80111
Kim Magness Director of TCI; Business Executive Management of various business
4000 E. Belleview enterprises
Englewood, CO 80111
John C. Malone Chairman of the Board, Chief Executive Cable television & telecommunications
Officer & a Director of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Robert A. Naify Director of TCI; President & Chief Executive Provider of services to the motion
Officer of Todd-AO Corporation picture industry
172 Golden Gate Avenue
San Francisco, CA 94102
</TABLE>
Page 6 of 7
<PAGE>
<TABLE>
<CAPTION>
Name Principal Occupation & Principal Business or Organization in
- ---- Business Address Which such Employment Is Conducted
---------------------- --------------------------------------
<S> <C> <C>
J C Sparkman Consultant & Director of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
EXECUTIVE OFFICERS
------------------
Robert R. Bennett Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Gary K. Bracken Executive Vice President & Controller Cable television & telecommunications
of TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Stephen M. Brett Executive Vice President, Secretary Cable television & telecommunications
& General Counsel of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Gary S. Howard Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Marvin L. Jones Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Ann M. Koets Executive Vice President of Cable television & telecommunications
TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Larry E. Romrell Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Bernard W. Schotters, II Senior Vice President & Treasurer of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
</TABLE>
Page 7 of 7
