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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 1996
TSX CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada 74-2678034
(State or other jurisdiction of 001-11814 (I.R.S. employer
incorporation or organization) (Commission file Number) identification no.)
4849 N. Mesa, Suite 200
El Paso, Texas 79912
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: (915) 533-4600
Not Applicable
(Former name or former address, if changed since last year)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 28, 1996, TSX corporation, a Nevada corporation
("Registrant"), ANTEC Corporation, a Delaware corporation ("ANTEC"), and TSX
Acquisition Corporation, a newly formed Nevada corporation and wholly-owned
subsidiary of ANTEC ("Merger Sub"), entered into a Plan of Merger (the "Merger
Agreement"), pursuant to which Merger Sub will merge with and into Registrant,
each share of common stock of Registrant will be converted into the right to
receive one share of common stock of ANTEC, and Registrant will become a
wholly-owned subsidiary of ANTEC. Consummation of the merger, which is
expected to occur in early 1997, is subject to the receipt of required
regulatory and shareholder approvals and the satisfaction of other terms and
conditions set forth in the Merger Agreement. Tele-Communications, Inc., which
owns approximately 40% of Registrant's outstanding shares of common stock, and
Anixter International Inc., which owns approximately 31% of ANTEC's outstanding
shares of common stock, have entered Voting Agreements to vote, subject to
certain conditions, their shares in favor of the merger. A copy of the Merger
Agreement, the Press Release announcing the signing of the Merger Agreement,
and such Voting Agreements are filed as exhibits to this Report.
Item 7(c). Exhibits.
*Exhibit 2 Plan of Merger among ANTEC Corporation, TSX
Corporation and TSX Acquisition Corporation, dated
October 28, 1996.
*Exhibit 99.1 Voting Agreement dated as of October 28, 1996, between
ANTEC Corporation and Tele-Communications, Inc.
*Exhibit 99.2 Voting Agreement dated as of October 28, 1996, between
TSX Corporation and Anixter International Inc.
*Exhibit 99.3 Press Release dated October 28, 1996.
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*Incorporated by reference to the corresponding exhibits filed with the Current
Report on Form 8-K of ANTEC Corporation, dated November 1, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TSX Corporation
Dated: November , 1996 By: /s/ WILLIAM H. LAMBERT
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Name: William H. Lambert
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Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit
*2 Agreement and Plan of Merger dated October 28, 1996, among
ANTEC Corporation, TSX Corporation and TSX Acquisition
Corporation
*99.1 Voting Agreement dated as of October 28, 1996, between
ANTEC Corporation and Tele-Communications, Inc.
*99.2 Voting Agreement dated as of October 28, 1996, between TSX
Corporation and Anixter International Inc.
*99.3 Press Release date October 28, 1996
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*Incorporated by reference to the corresponding exhibits filed with the Current
Report on Form 8-K of ANTEC Corporation, dated November 1, 1996.
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