-----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, NrRsPpMIWAc0hbJv+TT8rnuqb6rNrOImY/UVfeT4ak08ZH9AVM5cIijwdUwILsHE Ex0L3U4gi3MRn90PS5mTHw== 0000950134-96-005807.txt : 19961107 0000950134-96-005807.hdr.sgml : 19961107 ACCESSION NUMBER: 0000950134-96-005807 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961106 SROS: NASD SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-43213 FILM NUMBER: 96655483 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 FILED BY: 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 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 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 ------------------- 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) 2 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 Page 2 of 9 3 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.
Present Principal Name and Address Title Occupation or Employment ---------------- ----- ------------------------ 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
Page 3 of 9 4 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.
Present Principal Name and Address Title Occupation or Employment ---------------- ----- ------------------------ 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
Page 4 of 9 5 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
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. Page 5 of 9 6 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 Page 6 of 9 7 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. Page 7 of 9 8 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.) Page 8 of 9 9 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 Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----