HomeMy WebLinkAbout990793.tiff o,/'
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April 2, 1999
Mr. Dale Hall
Chairman
Weld County
POB 758
Greeley, CO. 80632
Re: AT&T/TCI Merger
Dear Chairman Hall:
I am pleased to announce that the merger of AT&T Corp. and Tele-Communications, Inc. was
completed on March 9, 1999. We have described over the past few months how this merger offers
the potential for many extraordinary benefits to our customers and the communities we serve. A
copy of the Certificate of Merger from the State of Delaware Office of the Secretary of State is
enclosed for your information.
As a result of the merger, AT&T Corp. became the new ultimate parent of TCI Cablevision of
Colorado, Inc., the company which has a cable system franchise with Weld County. As you may
know, the merger did not directly affect the ownership of the cable system; TCI Cablevision of
Colorado, Inc. will continue to hold the franchise and operate the cable system in Weld County.
Accordingly, TCI Cablevision of Colorado Inc. will continue to abide by all terms, conditions and
obligations of the franchise, subject to applicable law.
Within the next several weeks, we will begin the transition to a new "AT&T" name and brand for
business purposes. This change will take some time since the "TCI" name is seen in all aspects of our
business, including bills, signs, and customer-related materials. 1 will be sending you more information
on this brand transition over the coming months.
In the meantime, please let me know if you have any questions about this matter.
Sincerely,
TCI Cablevision of Colorado, Inc.
Eric Barela
General Manager
Enclosure
cc: Division Franchising Department
TCI Cablevision of Colorado,Inc :737'Nesl7enih Street
Greeley,CO 80634
CV'p�-5°4." Cush mar Service (9701 351-0669
Rep (9 01 351-0650
50
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State of Delaware PAGE 1
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER OF " ITALY MERGER CORP." , FILED
IN THIS OFF:CE ON THE NINTH DAY OF MARCH, A. D. 1999, AT 10 : 06
O ' CLOCK A.M.
7,14.411141,1AL
ffi Mr yL
Edward J.Fred,Secretary of State
11.
2911743 8100 4 9620008
AUTHENTICATION:
991093282 DATE: 03-10-99
CERTIFICATE OF MERGER
OF
ITALY MERGER CORP.
WITH AND INTO
TELE-COMMUNICATIONS, INC.
Tele-Communications, Inc. ("TCI"), organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY AS FOLLOWS:
FIRST: The name and state of incorporation of each of the constituent
corporations (the "Constituent Corporations") to the merger are as follows:
State of
Name Incorporation
TELE-COMMUNICATIONS, INC. Delaware
ITALY MERGER CORP. Delaware
SECOND: An Agreement and Plan of Restructuring and Merger, dated as of June
23, 1998 (the "Agreement of Merger"), by and among TCI, Italy Merger Corp. ("Merger Sub")
and AT&T Corp. providing for the merger (the "Merger") of Merger Sub with and into TCI, has
been approved, adopted, certified, executed and acknowledged by each of the Constituent
Corporations in accordance with the requirements of Section 251(c) of the General Corporation
Law of the State of Delaware.
THIRD: The name of the surviving corporation shall be "Tele-Communications,
Inc." (the "Surviving Corporation").
FOURTH: The Certificate of Incorporation of TCI shall be amended, pursuant to
the Agreement of Merger and by virtue of the Merger, to read in its entirety as set forth in
Exhibit A attached hereto, and, as so amended, shall be the Certificate of Incorporation of the
Surviving Corporation.
FIFTH: The executed Agreement of Merger is on file at an office of the Surviving
Corporation located at Terrace Tower II, 5619 DTC Parkway, Englewood, Colorado 80111-
3000.
SIXTH: A copy of the Agreement of Merger will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of either of the Constituent
Corporations.
SEVENTH: That this Certificate of Merger shall be effective at
Eastern Standard Time on the date of its filing with the Secretary of State of the State of
Delaware.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:06 AM 03/09/1999
99/089990 - 2371729
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