HomeMy WebLinkAbout880455.tiff RESOLUTION
RE: APPROVE AND CONSENT TO A CHANGE OF OWNERSHIP OF THE SOLE
STOCKHOLDER OF ONE OF THE GENERAL PARTNERS OF THE GENERAL
PARTNER OF SOUTHWEST CABLEVISION, LTD. , THE CURRENT HOLDER OF
A FRANCHISE AUTHORIZING THE OPERATION AND MAINTENANCE OF A
CABLE TELEVISION SYSTEM IN THE COUNTY
WHEREAS, the Board of County Commissioners of Weld County,
Colorado, pursuant to Colorado statute and the Weld County Home
Rule Charter, is vested with the authority of administering the
affairs of Weld County, Colorado, and
WHEREAS, the Board of County Commissioners has enacted Weld
County Ordinance #94 , with amendments, pertaining to the award of
cable television franchises within unincorporated portions of the
County of Weld, and
WHEREAS, Southwest Cablevision, Ltd. , a Colorado limited
partnership ("Grantee") is the duly authorized holder of a
franchise (as amended to date, the "Franchise") authorizing the
operation and maintenance of a cable television system and
authorizing Grantee to serve certain unincorporated portions of
the County of Weld, State of Colorado, (the "Grantor") with cable
television services, and
WHEREAS, the general partner of Grantee (the "General
Partner" ) , is Southwest Cablevision Associates, L.P. , a Colorado
limited partnership, and
WHEREAS, the general partners of the General Partner are IR
Southwest Cable Corp. , which is owned directly or indirectly by
Integrated Resources, Inc. , and Daniels Private Ventures, Inc. , a
Colorado corporation, which is a wholly-owned subsidiary of
Daniels & Associates, Inc. , a Delaware corporation, and
WHEREAS, Grantee has advised the Grantor that the outstanding
capital stock of Daniels & Associates, Inc. is to be sold and
after such sale is to be held by United Artists Holdings , Inc. ,
and
WHEREAS, although the aforedescribed transaction does not
constitute an assignment, transfer, sublet or mortgage of the
Franchise or a transfer of, or acquisition by any party of,
control of the Grantee and therefore may not be a transaction
requiring the consent of the Grantor, Grantee nevertheless has
informed the Grantor of such pending transaction and has requested
that the Grantor consent thereto in the form hereinafter set
forth.
,- 880455
Page 2
RE: CHANGE OF OWNERSHIP - CABLE TELEVISION FRANCHISE
NOW, THEREFORE, BE IT RESOLVED by the Board of County
Commissioners of Weld County, Colorado, as follows :
Section 1 . That the Grantor hereby consents to the change in
the ownership of the stock of Daniels & Associates, Inc. that is
described in the recitals hereto.
Section 2 . That the consent herein granted does not
constitute and shall not be construed to constitute a waiver of
any obligations of Grantee under the Franchise or Weld County
regulations.
Section 3 . That the Grantor hereby affirms that the
Franchise (i) is validly held in the name of the Grantee in full
force and effect and (ii) is for the current term, without
considering any possible extension, ending on September 15 , 1997 .
Section 4 . It is hereby declared to be the legislative
intent of the Resolution that no portion or provision of this
Resolution shall become inoperative or fail by reason of the
invalidity or unenforceability of any other portion or provision,
and to this end all provisions of this Resolution are declared to
be severable.
Section 5 . That this Resolution shall become effective
immediately upon, and continue and remain in effect from and
after, its passage, approval and adoption.
The above and foregoing Resolution was , on motion duly made
and seconded, adopted by the following vote on the 20th day of
June, A.D. , 1988 .
,� ��� ;� � BOARD OF COUNTY COMMISSIONERS
ATTEST: Ewiwa¢C.1.) WE OUN//TY, COLORAD
Weld County lerk and Recorder IC
and Clerk to the Board Gene R.
Brantner, Chairman
Go
BY: py� �, C.W. Kirby, Pr
Deputy Count Clerk
APPROVED AS TO FORM: J cqu h son
O
ounty Attorney a /41/14 `
Frank amaguc i
880455
isk mEmORAnDum
1119 . To Board Date June 20, 1988
COLORADO From Lee Morrison , Assistant County Attorney
subject: Change of Ownership of Franchise
I have reviewed the proposed resolution of Southwest Cablevision,
Ltd. for consent to change the ownership of its franchise. I have
made minor changes in the resolution and find no reason, given the
minimal relationship of United Artists Holding Company to the
franchise, not to recommend approval of the resolution . The Board
may, if it wishes, ask for further information regarding the moral
character and matters in litigation regarding United Artists
Holding Company.
880455
�.r• ,Mee MOOS. .r masse^ -; ..__`.__-. 1�
New Organizational Relationships
CABLE SYSTEM
OWNER
• Franchise Holder •
(Southwest
Cablevision, Ltd.)
i
I
GENERAL
PARTNER
INVESTORS OF
OWNER
(Southwest
Cablevision
Associates,L.P.)
r---_I
II
GENERAL GENERAL LIMITED
PARTNER OF PARTNER OF PARTNER OF
GENERAL GENERAL GENERAL
PARTNER PARTNER PARTNER
(IR Southwest (Daniels Private (Cablevision
Cable Corp.) Ventures,Inc.) Equities V)
I I
SOLE SOLE
STOCKHOLDER STOCKHOLDER
(Integrated (Daniels&
Resources,Inc.) Associates,Inc.)
I
NEW STOCKHOLDER
OF DANIELS&ASSOC.,INC.
(United Artists
Holdings,Inc.)
a
880455
Cablevision
3737 West Tenth Street Jack Bradshaw
Greeley, CO 80634 General Manager 13
(303) 351-0650 �y
351-0669 7
I\
Cablevision 1{ry
3737 West Tenth Street —�O-M
"fir d l Greeley, CO 80634
(303) 356-1079
lvileit At,
VVrin
May 7, 1988
Commissioner Gene Brantner
915 10 Street
Greeley,CO 80631
Dear Commissioner Brantner,
In late February,the news media announced the acquisition by United Artists of the stock of Daniels
&Associates,Inc.("D&A"). While an agreement in principle was reached at that time,the details of
a definitive agreement are just now being finalized. Hence,it has not been possible until this time for us
to have adequate information concerning the transaction-and sufficient certainty that it is in fact going
to take place-to warrant a presentation to you concerning the matter.
Contrary to what may have been reported in the media,neither the cable system in Weld County nor
its owner is being sold,transferred,merged or changed in any fashion. The system in Weld County is
owned by Southwest Cablevision,Ltd.,a limited partnership("Cablevision"). Cablevision was formed
with the investments of approximately 250 individual investors,as its limited partners,who own a
substantial majority of the partnerhsip interests,and by Southwest Cablevision Associates,L.P.,a
limited partnership,as its general partner(the"General Partner")holding a minority interest.
Cablevision will continue to own and operate the Weld County cable system as in the past,and the same
general and limited partners will continue to own Cablevision.
The General Partner,in turn,is composed of two general partners(Daniels Private Ventures,Inc.and IR
Southwest Cable Corp.)and a limited partner.
There is to be no change in any of these partners. Daniels Private Ventures,Inc.and IR Southwest Cable
Corp.,the general partners of the General Partner of Cablevision,are corporations. All of the stock of
IR Southwest Cable Corp.is owned by Integrated Resources,Inc.,a large public company whose stock is
traded on the New York Stock Exchange. All of the stock of Daniels Private Ventures,Inc.is owned by
D&A. Such ownerships are to remain unchanged.
Although certain news reports indicated that D&A was to be merged into United Artists and to cease its
existence,such is not the case. D&A is to continue as a separate,ongoing entity with its existing
complement of operating managers and employees,both at the local and home office level,and the
existing management agreement will remain in place among the same parties and with the same terms.
Cablevision is what properly may be considered as a stand alone entity,that is,it has been financed
entirely by the equity investments of its partners(99%by its limited partners)and by debt financing
from lenders based upon its own credit and assets. The proposed transaction involving D&A will not
require any change in the amount or nature of Cablevision's debt or equity financing,its debt-equity
ratios,its costs of debt or debt amortization or any other such feature adversely affecting its financial
viability or cost of doing business since the proposed transaction does not involve such existing
arrangements.
880455
Page 2
Under the terms of the definitive agreement,through a series of steps made necessary by tax
considerations,all of the outstanding capital stock of D&A ultimately will be owned by United Artists
Holdings,Inc.rather than by the current owners(who are Bill Daniels,John V.Saeman and Thomas A.
Marinkovich). The United Artists parent company is and will be a public company whose stock is
traded in the national over-the-counter market. In addition to the ownership and management of cable
television systems,the United Artist family of companies owns and operates a large chain of movie
theaters at various locations and owns and develops real estate having a very substantial value.
To assist you in understanding the current structure of Cablevision and the very remote relationship of
the proposed D&A transaction,we have included with this letter a schematic drawing depicting the
entities involved and their relationships,both before and after the transaction.
We have also extracted from your franchise and attached to this letter the language which deals with
transfers,etc. We believe that it is apparent from the above description of the proposed transaction
that no assignment,transfer,sublet or mortgage of the franchise nor a transfer of,or acquisition by any
party of,control of the company(Cablevision)is to occur. In these circumstances we suggest that this is
not a transaction of the type that requires a consent by the County. Nevertheless,it is important to all
concerned that an amiable,straightforward and healthy relationship be maintained among
Cablevision,the County and Cablevision's customers,and accordingly,we consider it appropriate to
request that the Board of County Commissioners be fully informed of what is to transpire and adopt an
ordinance(or resolution,if appropriate)acknowledging notice of,and approving of,the transfer of the
D&A stock. To assist in that effort,we have prepared the enclosed form of ordinance which we
respectfully request be considered and adopted by appropriate Board action.
Very truly yours,
SOUTHWEST CABLEVISION,LTD.
By:
Ja radshaw,General Manager
880455
DAN I ELF
&ASSOCIATES INC O
GREELEY CABLEVISION - SFp
CITY OF EVANSTON 1 19;•
FRANCHISE FEES
JANUARY 1, 1988 - JUNE 30, 1988
MONTH TAX
JANUARY $ 23 .26
FEBRUARY 16. 75
MARCH 23 . 35
APRIL 23 .67
MAY 11.52
JUNE 27. 33
TAX $125. 88
2930 East Third Avenue
P.O. Box 6008
Denver. Colorado 80206-0008
303 321-7550
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