1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the quarterly period ended October 26, 1996.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from _________ to ________.

Commission File Number 001-11814.

TSX CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Nevada 74-2678034
- ------------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

4849 N. Mesa, Suite 200
El Paso, Texas 79912
- ---------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)

(915) 533-4600
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code

Not Applicable
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if change since last report

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common stock, $.01 par value, 15,423,686 shares outstanding at December 3, 1996.
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INDEX

TSX CORPORATION AND SUBSIDIARY

PAGE NO.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets -- . . . . . . . . . . . . . 3
October 26, 1996 and April 30, 1996

Condensed Consolidated Statements of Operations -- . . . . . . . . 5
Three months ended October 26, 1996 and
October 28, 1995; and Six months ended
October 26, 1996 and October 28, 1995

Condensed Consolidated Statements of Cash Flows -- . . . . . . . . 6
Six months ended October 26, 1996 and
October 28, 1995

Notes to Condensed Consolidated Financial Statements . . . . . . . 7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . . . . . . . 10

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . 14

Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . 14

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . 15

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

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PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS

TSX CORPORATION AND SUBSIDIARY

Oct. 26, 1996
(Unaudited) Apr. 30, 1996
------------- -------------
(Expressed in Thousands)
ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 26,894 21,688
Trade and other receivables, less allowances--
$1,423 at Oct. 26, 1996 and
$335 at Apr. 30, 1996 15,001 19,645
Inventories, net 12,234 12,041
Other current assets 1,636 853
Deferred income tax, net 1,633 959
-------- ---------

TOTAL CURRENT ASSETS 57,398 55,186

PROPERTY, PLANT AND EQUIPMENT, Net 9,807 9,192

DEFERRED INCOME TAX, Net 5,152 3,813

OTHER ASSETS, Net 1,116 886

-------- ---------
$ 73,473 69,077
======== =========

See notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS

TSX CORPORATION AND SUBSIDIARY

Oct. 26, 1996
(Unaudited) Apr. 30, 1996
--------------- -------------
(Expressed in Thousands,
Except Share Data)

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ 3,520 3,545
Warranty reserve 133 169
Accrued expenses:
Salaries, wages and commissions 1,460 1,730
Taxes payable 2,777 3,841
Restructure reserve 0 108
Deferred income tax, net 3,041 2,336
Other 2,289 1,431
-------- --------

TOTAL CURRENT LIABILITIES 13,220 13,160

DEFERRED INCOME TAX, Net 0 6
-------- --------

TOTAL LIABILITY 13,220 13,166

COMMITMENTS AND CONTINGENCIES - -

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value,
authorized 10,000,000 shares, none
issued and outstanding - -
Common stock, $.01 par value,
authorized 50,000,000 shares,
15,423,666 issued and outstanding
at Oct. 26, 1996 and 15,350,615 at
April 30, 1996 154 154
Additional paid-in capital 35,368 34,487
Retained earnings from December 11, 1987 24,930 21,469
Cumulative Foreign Currency Adjustment (199) (199)
-------- --------

TOTAL STOCKHOLDERS' EQUITY 60,253 55,911

-------- --------
$ 73,473 69,077
======== ========

See notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

TSX CORPORATION AND SUBSIDIARY

Three Months Ended Six Months Ended
Oct. 26, '96 Oct. 28, '95 Oct. 26, '96 Oct. 28, '95
------------ ------------ ------------ ------------
(Expressed in Thousands, Except Average Share
and Per Share Data)

Net sales $ 20,207 23,998 41,380 44,325
Cost of sales 13,510 13,551 25,169 24,812
---------- ---------- ---------- ----------
Gross profit 6,697 10,447 16,211 19,513

Engineering, research and
development expense 884 951 1,821 1,690
Selling and administrative expense 4,250 3,562 8,504 7,186
Unusual items of expense 2,109 0 2,109 0
---------- ---------- ---------- ----------

INCOME (LOSS) FROM OPERATIONS (546) 5,934 3,777 10,637
Interest income 351 95 592 175
Net other income (expense) (26) 13 10 22
Foreign currency exchange gain (loss) 29 (24) 40 8
---------- ---------- ---------- ----------

INCOME BEFORE PROVISION (CREDIT)
FOR INCOME TAXES (192) 6,018 4,419 10,842
Provision (credit) for income taxes (157) 2,284 958 3,906
---------- ---------- ---------- ----------

NET INCOME (LOSS) $ (35) 3,734 3,461 6,936
========== ========== ========== ==========

Net Income per share $ --- .23 .22 .43
========== ========== ========== ==========

Weighted average shares and common
stock equivalents outstanding 15,422,811 16,062,458 16,064,726 16,041,752
========== ========== ========== ==========

See notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

TSX CORPORATION AND SUBSIDIARY

Six Months Ended
Oct. 26, 1996 Oct. 28, 1995
------------- -------------
(Expressed in Thousands)

OPERATING ACTIVITIES
Net income $ 3,461 6,936
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 1,294 631
Net tax benefit from exercise of stock options and warrants 220 3,707
Loss on sale of property, plant and equipment 8 ---
Provision for losses on accounts receivable 1,088 12
Foreign currency exchange (gain) loss (40) (8)
Net change in deferred income taxes net of changes in the reserve (1,314) ---
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 3,581 (358)
Increase in inventories and prepaids (971) (3,921)
Increase in other assets (230) (14)
Decrease in accounts payable and accrued expenses (653) (600)
--------- --------
Net cash provided by operating activities 6,444 6,385

INVESTING ACTIVITIES
Purchases of property, plant, and equipment (1,901) (2,075)
--------- --------
Net cash and cash equivalents used by investing activities (1,901) (2,075)

FINANCING ACTIVITIES
Proceeds from sale of common stock 661 1,444
--------- --------
Net cash and cash equivalents provided by financing activities 661 1,444
Effect of exchange rate changes on cash and cash equivalents 2 48
--------- --------
Increase in cash and cash equivalents 5,206 5,802
Cash and cash equivalents at beginning of period 21,688 7,294
--------- --------
Cash and cash equivalents at end of period $ 26,894 13,096
========= ========

See notes to condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

TSX CORPORATION AND SUBSIDIARY

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the requirements of Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. These interim financial statements should be read in
conjunction with the consolidated financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended April
30, 1996.

NOTE B -- INVENTORIES

The components of inventory consist of the following:

Oct. 26, 1996 Apr. 30, 1996
------------- -------------
(Expressed in Thousands)

Raw Materials $ 10,096 7,946
Work in process 2,500 2,453
Finished Goods 4,224 4,336
-------- ------
16,820 14,735
Reserves (4,586) (2,694)
-------- ------
$ 12,234 12,041
======== ======

Inventory reserves have been provided for excess inventory, obsolete inventory
and differences between inventory cost and its net realizable value. Inventory
reserves increased from April 30, 1996, largely due to the Company's downsizing
activities described in Note E.

NOTE C -- INCOME TAXES

As of October 26, 1996, net deferred tax assets were comprised of a realizable
net current and net noncurrent deferred tax asset of $1.6 million and $5.2
million, respectively, and fully reserved deferred tax assets of $4.9 million,
which principally related to U.S. federal and state net operating loss
carryforwards. Increases in realizable net deferred tax assets from April 30,
1996 were largely due to the Company's downsizing activities described in Note
E.

In accordance with the provisions of FAS No. 109, a valuation allowance of $4.9
million at October 26, 1996 was deemed adequate for these and other items which
were not considered probable of realization. The Company will continue to
review the deferred tax valuation allowance on a quarterly basis and make
adjustments as appropriate.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

TSX CORPORATION AND SUBSIDIARY

Effective with the second quarter of fiscal 1997, the Company established a
different tax structure with a low tax jurisdiction advantage. Based on this
new tax structure, the Company expects to be subject to a 20% effective tax
rate in the second quarter and thereafter. As of the first quarter, the
Company lowered its effective tax rate from approximately 36% to 22% which
represents a weighted average of the expected effective tax rate for fiscal
year 1997.

NOTE D -- STOCKHOLDERS' EQUITY

On June 5, 1996, the Company announced a three-for-two stock split of its
common stock to be effected in the form of a 50% stock dividend. The stock
dividend was distributed on July 18, 1996 to stockholders of record at the
close of business on June 28, 1996. All share and per share amounts reported
in this report have been adjusted to reflect the effect of the three-for-two
stock split.

NOTE E -- UNUSUAL ITEMS OF EXPENSE

During the second quarter of fiscal 1997, the Company recorded a one-time
charge of $3.6 million to effect the downsizing of the Company's advertising
insertion segment. The second quarter provision was established to: a) write-
down inventories, trade receivables and fixed assets related to the advertising
insertion segment -- $1.5 million, $1.1 million and $0.3 million, respectively;
and b) accrue for severance and other related costs -- $0.4 million and $0.3
million, respectively. Of the $3.6 million, $2.1 million was reported as
unusual items of expense, while $1.5 million related to write-down of
advertising insertion segment inventories was reflected as cost of sales.

Management determined that the downsizing was necessary due to the poor
performance of this segment's digital advertising insertion product line and
the substantial resources that would have been required to ensure the continued
marketability of this product line. The Company has focused its future efforts
on providing on-going support and service for the segment's customer base.
Additionally, the Company will continue to accept orders for various other
product lines of this segment.

During the third quarter, the Company began to implement the downsizing which
is to be completed by December 30, 1996.

NOTE F -- SUBSEQUENT EVENT

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

TSX CORPORATION AND SUBSIDIARY

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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

TSX CORPORATION AND SUBSIDIARY

NET SALES

For the quarter and six months ended October 26, 1996, consolidated net sales
declined 16% ($3.8 million) and 7% ($2.9 million), respectively, as compared to
prior year. Domestic demand for the Company's cable television (CATV)
distribution and advertising insertion products was responsible for the
decline. In contrast, international demand for the Company's core CATV fiber
and radio frequency (RF) distribution segment's products was strong and
accounted for 66% of quarter and 49% of year-to-date net sales, versus 38% and
32%, respectively, for the prior year periods. Worldwide, net sales for the
CATV fiber and RF distribution segment declined 10% ($2.1 million), versus
prior year quarter, but remained 2% ($0.9 million) ahead of the prior year
six-month period.

The Company's advertising insertion segment continued to record significant net
sales declines for the quarter and six- month periods of 63% ($1.7 million) and
66% ($3.8 million), respectively, compared to prior year. Due to the poor
performance of this segment's digital advertising insertion product line and
the substantial resources that would have been required to ensure continued
marketability of this product line, management decided to downsize this
segment. A one-time charge to effect the downsizing was recorded in the second
quarter and is discussed below in "Unusual and Other Income/Expenses".

Second quarter consolidated order input increased 30% ($5.8 million) from
fiscal 1997 first quarter on increased domestic order input received late in
the quarter. As a result, backlog at second quarter end increased 22% to $27.3
million from fiscal 1997 first quarter end.

GROSS PROFITS

Consolidated gross profit percentage for the second quarter and six-month
periods declined 25% and 11% from prior year gross profit percentage of 44%
principally due to the $1.5 million inventory write-down included in the
one-time advertising insertion segment downsizing charge, discussed below in
"Unusual and Other Income/Expense." Additionally, the advertising insertion
segment experienced declines of 7% and 57% in gross profit percentage for the
second quarter and six-month periods, respectively, as compared to prior year.
Excluding the impact of the one-time charge and lower advertising insertion
segment gross profit percentage, the Company would have reported second quarter
and year-to-date gross profit of 41% and 44%, respectively, which includes the
effect of core CATV fiber and RF distribution segment reduced volume
efficiencies and fiber optic sales mix.

INCOME (LOSS) FROM OPERATIONS

Consolidated engineering, selling and administrative expenses of 25% of second
quarter and six-month net sales increased from 19% and 20%, respectively, for
the prior year

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - CONTINUED

TSX CORPORATION AND SUBSIDIARY

periods, primarily on increased spending in sales and marketing and
engineering. These spending levels were in support of core business product
development and expected future growth.

Consolidated operating profit(loss) of ($0.5 million) for the quarter, and $3.8
million for the six-month period, changed significantly from the prior year
quarter of $5.9 million and six-month period of $10.6 million. Second quarter
operating loss and reduced six-month period operating profit was impacted by
the decline in net sales and gross margin, and increase in sales and marketing
and engineering expenses discussed above. In addition, in the second quarter,
the Company recorded a downsizing charge of $3.6 million, which is discussed
below in "Unusual and Other Income/Expenses".

UNUSUAL AND OTHER INCOME/EXPENSES

There were no unusual items of expense recorded in fiscal 1996.

In the second quarter ended October 26, 1996, the Company recorded a one-time
charge of $3.6 million (or $0.18 per share) to effect the downsizing of the
Company's advertising insertion segment. The downsizing charge included the
write-down of certain assets, expected costs of work force reductions and other
related costs. Write-down of inventories accounted for $1.5 million of the
charge and was recorded as cost of sales.

During the third quarter, the Company began to implement the downsizing which
is to be completed by December 30, 1996.

Due to the strengthening of the U.S. dollar in relation to the Mexican peso,
and weakening of the U.S. dollar in relation to the British pound, the
Company's foreign operations experienced an exchange gain of less than $0.1
million for both the second quarter and six-month period, compared to a loss of
less than $0.1 million and a gain of less than $0.1 million, respectively, for
the same periods a year earlier. The Company's foreign operations render the
Company susceptible to gains and losses from currency exchange rate
fluctuations. The Company anticipates that it will continue to be susceptible
to such gains and losses for the foreseeable future.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - CONTINUED

TSX CORPORATION AND SUBSIDIARY

INCOME TAXES

Under Financial Accounting Standards No. 109 (FAS No. 109), the Company has
recorded net deferred tax assets for the expected future benefit of net
operating loss carryforwards and items for which expenses have been recognized
for financial statement purposes, but that are expected to be deductible for
tax purposes in a future period, to the extent they are considered realizable.
In accordance with the provisions of FAS No. 109, a valuation allowance of $4.9
million at October 26, 1996 was deemed adequate for various net operating loss
carryforwards and other items which were not considered probable of
realization. The Company will continue to review the deferred tax valuation
allowance on a quarterly basis and make adjustments as appropriate.

LIQUIDITY AND CAPITAL RESOURCES

For the six months ended October 26, 1996, consolidated cash of $26.9 million
and working capital of $44.2 million increased $5.2 million and $2.2 million,
respectively, from fiscal 1996 year-end. Cash provided by operating
activities and sale of common stock, in connection with options exercised were
largely responsible for increased cash. Working capital increased primarily
due to increased cash.

The Company had a bank Revolving Credit Agreement (the "Credit Agreement")
which expired August 31, 1996. The Credit Agreement permitted borrowings of up
to $9.0 million. The Company did not seek to extend or replace the Credit
Agreement because management does not believe it is necessary at the present
time.

Management believes it has adequate cash to meet its operating needs in the
foreseeable future and will be able to obtain borrowing necessary to meet its
cash needs.

During the six months ended October 26, 1996 and the last five fiscal years,
the Company has not paid dividends. Future dividend payments by TSX must be
funded from the proceeds of dividends paid to TSX by its Texscan subsidiary or
subsidiaries acquired in the future. It is the present policy of TSX's Board
of Directors to retain any future earnings of TSX to finance development of
TSX's business and/or to retire any future debt. No dividend payments are
anticipated within the foreseeable future.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - CONTINUED

TSX CORPORATION AND SUBSIDIARY

The Company has no commitments for capital expenditures for amounts which are
not comparable to commitments made in prior year periods in the ordinary course
of business.

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PART II. OTHER INFORMATION

TSX CORPORATION AND SUBSIDIARY

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The Company held its annual meeting of shareholders on September 26,
1996.

(i) Election of one director
(ii) Increase in authorized shares of common stock
(iii) Approval of KPMG Peat Marwick LLP as the independent auditors
of the Company
(iv) Increase the number of shares available for awards under the
Company's Long-Term Incentive Compensation Program (the
"Program")

The number of votes cast for, against or withheld, as well as the number of
abstentions and broker non-votes as to each such matter and nominee for office
were as follows:

Broker
For Against Abstain Non-Votes
--- ------- ------- ---------

Larry E. Romrell 12,778,204 156,373 --- ---

Increase in authorized shares of 11,269,538 4,001,383 18,370 ---
common stock
KPMG Peat Marwick LLP 12,918,633 12,750 3,194 ---

Increase in shares
for the Program 10,662,359 2,071,269 26,068 2,537,293

ITEM 5. OTHER INFORMATION

Plan of Merger

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 and such
Voting Agreements are listed as exhibits at Item 6 below.

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Employment and Termination Agreements

The three members of TSX's senior management, William Lambert, George Fletcher
and Harold Tamburro, all had employment agreements with TSX providing them with
certain benefits in the event of a "change in control" of TSX. In general,
these benefits included the right to receive (a) the cash value of unexercised
stock options and (b) a payment by TSX, upon termination of employment by the
employee following a reduction in responsibilities by TSX or a termination of
employment by TSX for other than for cause, in an amount equal to twice the
annual salary and annual cash incentive compensation of the employee. The
payment of cash with respect to the value of unexercised stock options is not
permitted in a transaction that will be accounted for as a pooling. As a
result, TSX asked each of these three employees to waive his right to receive
that cash. In addition, ANTEC and TSX proposed a continuation of Messrs.
Lambert's and Fletcher's employment following the completion of the merger or,
in the alternative, a consulting arrangement pursuant to which they would
assist the combined enterprise at least during the transition period following
the completion of the merger. (A continuation of Mr. Tamburro's employment was
not proposed due to the desire to achieve administrative savings following the
completion of the merger.)

Messrs. Lambert and Fletcher chose to remain as employees, and the employment
agreements with Messrs. Lambert and Fletcher have been amended so that they
provide for the waiver of the right to receive the cash value of options and
for the continued employment by TSX, for nine months in the case of Mr. Lambert
and for two years in the case of Mr. Fletcher, at their current salaries.
They do not provide for any incentive compensation during those periods. In
addition, they provide for the payment by TSX of the change in control payments
to which they would be entitled if their employment were not continued,
$1,262,567 in the case of Mr. Lambert, and $661,466 in the case of Mr.
Fletcher, together with interest, upon the ultimate termination of their
respective employment. Mr. Lambert's employment agreement grants certain
registration rights to him with respect to TSX stock issuable upon the exercise
of options to purchase 600,000 shares and such registration rights will also be
applicable to ANTEC shares purchased upon exercise of the options after the
completion of the merger.

Mr. Tamburro, because of disagreement regarding the amount to be received upon
the termination of his employment following the completion of the merger, chose
to exercise his rights under his employment agreement to resign effective
November 18, 1996. At that time he was paid the severance benefits provided by
his employment agreement, and it was agreed that his stock options would be
converted into options for ANTEC stock upon the consummation of the merger in
lieu of any cash payments thereof.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following exhibits are filed as part of this report:

Exhibit No. Exhibit Description Method of Filing
- ----------- ------------------- ----------------

2 Plan of Merger among ANTEC Corporation, TSX Incorporated herein by
Corporation and TSX Acquisition Corporation, dated reference to Exhibit 2 to
October 28, 1996. the Company's Form 8-K
dated October 28, 1996

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Exhibit No. Exhibit Description Method of Filing
- ----------- ------------------- ----------------

3.1 Articles of Incorporation. Incorporated herein by
reference to Exhibit 3(A)
to the Company's Form 10-K
for the fiscal year ended
April 30, 1994

3.2 Certificate of Amendment of Articles of Submitted herein
Incorporation.

3.3 Bylaws. Incorporated herein by
reference to Exhibit 3(B)
to the Company's Form 10-K
for the fiscal year ended
April 30, 1994

10.1 Amendment dated November 15, 1996 to Stock Option Submitted herein
Agreement by and between the Company and
TCI TSX, Inc. dated October 12, 1994, which
granted preemptive rights stock options on account
of employee stock options granted pursuant
to Long-Term Incentive Compensation Program.

10.2 Amendment dated November 15, 1996 to Stock Option Submitted herein
Agreement by and between the Company and
TCI TSX, Inc. dated October 12, 1994, which
granted preemptive rights stock options on account
of stock options granted to William H. Lambert.

10.3 Amendment dated November 15, 1996 to Stock Option Submitted herein
Agreement by and between the Company and
TCI TSX, Inc. dated October 6, 1995, which
granted preemptive rights stock options on account
of employee stock options granted pursuant to
Long-Term Incentive Compensation Program.

10.4 Stock Option Agreement dated November 15, 1996 by Submitted herein
and between the Company and TCI TSX, Inc. granting
preemptive rights stock options to TCI TSX, Inc.
on account of employee stock options granted
pursuant to Long-Term Incentive Compensation
Program.

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Exhibit No. Exhibit Description Method of Filing
- ----------- ------------------- ----------------

10.5 Amendment dated October 28, 1996 to Employment Submitted herein
Agreement with William H. Lambert dated May 1,
1995.

10.6 Amendment dated October 28, 1996 to Employment Submitted herein
Agreement with George Fletcher dated May 1, 1995.

10.7 Amendment and Termination dated November 18, 1996 Submitted herein
of Employment Agreement with Harold C. Tamburro
dated May 1, 1995.

10.8 Second Amended and Restated Long-term Incentive Incorporated by reference
Compensation Plan to Exhibit A to the
Company's definitive
Proxy Statement dated
August 28, 1996, for the
1996 Annual Meeting of
its Stockholders

11 Statement re Computation Submitted herein
of Per Share Earnings.

27 Financial Data Schedule. Submitted herein

99.1 Voting Agreement dated as of October 28, 1996, Incorporated herein by
between ANTEC Corporation and Tele-Communications, reference to Exhibit 99.1
Inc. to the Company's Form 8-K
dated October 28, 1996

99.2 Voting agreement dated as of October 28, 1996, Incorporated herein by
between TSX Corporation and Anixter International reference to Exhibit 99.2
Inc. to the Company's Form 8-K
dated October 28, 1996

(b) Reports on Form 8-K

During the quarter for which this report is filed, the Registrant
filed no reports on Form 8-K.

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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
----------------------------
(Registrant)

Date December 10, 1996 /s/ Victor D. Gherson
---------------------- ----------------------------
Victor D. Gherson,
Duly Authorized Officer
Vice President, Secretary and
Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No. Exhibit Description Method of Filing
- ----------- ------------------- ----------------

3.1 Articles of Incorporation. Incorporated herein by
reference to Exhibit 3(A)
to the Company's Form 10-K
for the fiscal year ended
April 30, 1994

3.2 Certificate of Amendment of Articles of Submitted herein
Incorporation.

3.3 Bylaws. Incorporated herein by
reference to Exhibit 3(B)
to the Company's Form 10-K
for the fiscal year ended
April 30, 1994

10.1 Amendment dated November 15, 1996 to Stock Option Submitted herein
Agreement by and between the Company and
TCI TSX, Inc. dated October 12, 1994,
which granted preemptive rights stock options on
account of employee stock options granted pursuant
to Long-Term Incentive Compensation Program.

10.2 Amendment dated November 15, 1996 to Stock Option Submitted herein
Agreement by and between the Company and
TCI TSX, Inc. dated October 12, 1994,
which granted preemptive rights stock options on
account of stock options granted to William H.
Lambert.

10.3 Amendment dated November 15, 1996 to Stock Option Submitted herein
Agreement by and between the Company and
TCI TSX, Inc. dated October 6, 1995,
which granted preemptive rights stock options on
account of employee stock options granted pursuant
to Long-Term Incentive Compensation Program.

10.4 Stock Option Agreement dated November 15, 1996 by Submitted herein
and between the Company and TCI TSX, Inc.
granting preemptive rights stock options to
TCI TSX, Inc. on account of employee stock options
granted pursuant to Long-Term Incentive
Compensation Program.

10.5 Amendment dated October 28, 1996 to Employment Submitted herein
Agreement with William H. Lambert dated May 1,
1995.

10.6 Amendment dated October 28, 1996 to Employment Submitted herein
Agreement with George Fletcher dated May 1, 1995.

10.7 Amendment and Termination dated November 18, 1996 Submitted herein
of Employment Agreement with Harold C. Tamburro
dated May 1, 1995.

11 Statement re Computation Submitted herein
of Per Share Earnings.

27 Financial Data Schedule. Submitted herein