-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CcR+aOG40oPbxIavEiG5ifm6nTyvlSQ1Bh31P0jj4tlVP0o0Eyjq64B5yyEp5ues /qxkTUGvnmLxoxH8qe4oAQ== 0000895813-96-000091.txt : 19961107 0000895813-96-000091.hdr.sgml : 19961107 ACCESSION NUMBER: 0000895813-96-000091 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961106 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TSX CORP CENTRAL INDEX KEY: 0000896560 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 742678034 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44303 FILM NUMBER: 96655413 BUSINESS ADDRESS: STREET 1: 4849 N MESA STREET 2: STE 200 CITY: EL PASO STATE: TX ZIP: 79912 BUSINESS PHONE: 9155334600 MAIL ADDRESS: STREET 1: 4849 N MESA STREET 2: STE 200 CITY: EL PASO STATE: TX ZIP: 79912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANTEC CORP CENTRAL INDEX KEY: 0000908610 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 363892082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2850 W GOLF RD STREET 2: SUITE 600 CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 BUSINESS PHONE: 8474394444 MAIL ADDRESS: STREET 1: 2850 W GOLF ROAD CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 SC 13D 1 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) 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 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.
PRESENT PRINCIPAL NAME AND ADDRESS TITLE OCCUPATION OR EMPLOYMENT 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 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.
(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 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. 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.) 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 -----END PRIVACY-ENHANCED MESSAGE-----