HomeMy WebLinkAbout940714.tiff We're taking television
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µILI TCI Cablevision of Colorado, Inc.
April 11 , 1994
Commissioners
Weld County
Box 758, 915 10th
Greeley, CO 80631
Re: Corporate Reorganization
Dear Comrnissicners:
As you may know, TCI Cablevision of Colorado, Inc., is affiliated with Tele-
Communications, Inc. ("TCI"). TCI is in the process of a corporate reorganization in
which Liberty Media Corporation, which TCI spun-off into a separate company in
March of 1991 , will be recombined with TCI.
Attached for your information is a certification that is required by Section 617 of the
Cable Television Consumer Protection and Competition Act of 1992 which describes
this reorganization.
Since there will be no change in the direct ownership or control of the cable company
in your community, nor any transfer or assignment of the franshise as a result of this
reorganization, there will be no change in our local management personnel, or in our
commitment to our customers.
Thank you for your attention to this matter. If you have any questions, please do not
hesitate to call me.
Sincerely,
TCI Cablevision of Co! ado, Inc.
Kathryn L. Stewart
General Manager
end: Section 617
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TERRACE TOWER II Post Office Box 5630
5619 DTC Parkway Denver,Colorado 80217-5630
Englewood,CO 80111-3000 (303)267-5500
%LCTELECOMMUNICATIONS,INC.
CERTIFICATION UNDER SECTION 617 OF THE 1992 CABLE ACT
This certification is being provided to you pursuant to Section 617 of
the 1992 Cable Act. Section 617 prohibits the sale or transfer of a
controlling interest in a cable system unless it has been owned more than
three years or the transaction qualifies for an exemption or waiver. Section
617 further requires that we certify to you that the proposed transaction
described below does not violate Section 617.
The cable television operator in your community is a subsidiary or
affiliate of Tele-Communications, Inc. ("TCI") . TCI is undertaking a corporate
reorganization in which Liberty Media Corporation ("Liberty") , which was
created as a separate company from TCI in March, 1991, will be recombined with
TCI. There will be no change in the direct ownership or control of your cable
television operator, nor any transfer or assignment of its franchise in your
community as a result of this reorganization. Although this reorganization
does not involve any transfer of a controlling interest in a cable system,
Section 617 applies to this transaction under applicable FCC rules because a
new holding company is being created, as described below.
The TCI-Liberty reorganization involves the creation of a new parent
company, TCI/Liberty Holding Company, a Delaware corporation ("Holding
Company") . TCI and Liberty will become wholly owned subsidiaries of Holding
Company. TCI shareholders, including those TCI shareholders who presently own
a controlling interest in Liberty, will control Holding Company. TCI and
Holding Company have the same Board of Directors.
The TCI/Liberty reorganization is exempt from the three-year holding
period requirement pursuant to two of the exemptions set forth in Section
617 (c) . First, the three-year holding period does not apply to transactions
involving entities under common ownership or management. As described above,
TCI shareholders, including those TCI shareholders who own a controlling
interest in Liberty, will control Holding Company. In addition, this
reorganization is also exempt from the three-year holding period because it is
not subject to Federal income tax liability under the Internal Revenue Code.
TCI hereby certifies to you that, based upon the foregoing, its
reorganization with Liberty complies with Section 617 of the 1992 Cable Act.
TELE-COMMUNI ONS, INC. A+
01,
March 30, 1994 By:
Stephen M. Brett
General Counsel and Senior
Vice President
An Equal Opportunity Employer
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