HomeMy WebLinkAbout982046.tiff RESOLUTION
RE: APPROVE TRANSACTIONS INVOLVING MERGER AND CHANGE OF CONTROL -
TCI CABLEVISION OF COLORADO, INC., CABLE COMMUNICATIONS FRANCHISE
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, TCI Cablevision of Colorado, Inc. (the "Franchisee") is duly authorized to
operate and maintain a cable communications system in Weld County (the "System"), pursuant
to the terms and conditions of a franchise (the "Franchise"), granted by the Board of County
Commissioners by Resolution #952155, dated October 16, 1995, and
WHEREAS, pursuant to the Agreement and Plan of Restructuring and Merger among
AT&T Corporation ("AT&T"), a newly formed wholly owned subsidiary of AT&T ("Merger Sub"),
and TeleCommunications, Inc., the parent of Franchisee ("TCI"), dated as of June 23, 1998 (the
"Merger Agreement"), Merger Sub will merge with and into TCI with TCI as the surviving
corporation in the merger, and as a result of the transactions contemplated by the Merger
Agreement, TCI will become a wholly owned subsidiary of AT&T (the "Transactions"), and
WHEREAS, Franchisee will continue to hold the Franchise after consummation of the
Transactions and will be required, pursuant to the Franchise Agreement, to comply with all of the
terms and conditions contained therein, and
WHEREAS, FCC Form 394 with respect to the Transactions has been filed with the
Board of County Commissioners, and
WHEREAS, the parties have requested consent by the Board of County Commissioners
to the Transactions.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Board hereby consents to and approves the Transactions to the
extent that such consent is required by the terms of the Franchise and applicable law.
982046
C 4 Ft ORD94
RE: APPROVE TRANSACTIONS - TCI CABLEVISION OF COLORADO, INC.
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 26th day of October, A.D., 1998.
BOARD OF COUNTY COMMISSIONERS
W( E}� COUNTY, COLORADO/9 /
ATTEST: Le /nstanc � �t, h / Zex•e
\� Const ce L. ar ert, hair
Weld County Clerk to the) o pf \r �Jt • /
is f\``y� - — ,W. H. ebster, ro-Tem
BY:
Deputy Clerk to the IM UJ`.Nike\ �r.,t
4
rge . Baxter
APPRO S TO F M:
Dale K. Hall $�
o A me J 1 7h-Lic
Barba?a J. Kirkmeyer
982046
ORD94
a
eel
r g TO: Board of County Commissioners
FROM: Bruce T. Barker, Weld County Attorney
11 lige. DATE: October 21, 1998
RE: TCI Merger
COLORADO
TCI Cablevision of Colorado, Inc., has a cable communications franchise in Weld County
which was granted by the Board on October 16, 1995. Section XXVIII A. requires TCI to get
the Board's approval if TCI merges with another company. TCI has announced that its parent
company, Tele-Communications, Inc., will merge with AT&T in the near future. The
franchise will still be held and run by TCI Cablevision of Colorado, Inc. The company will
still be required to comply with all of the terms and conditions of the franchise. Attached are
copies of Section XXVIII A., "Exhibit 4," which explains the deal, Form FCC 394, and a
letter from Mary Mitchell of TCI. A Resolution approving the transaction is also attached.
I recommend that the Board approve the Resolution.
2
Bruce T. Barker ..
Weld County Attorney
Attachment
pc: Don Warden
G?so104-4
TCI
September 3, 1998
RAND DELIVERED
Mrs. Connie Harbert
Chair of the Board
County of Weld
P.O. Box 758
Greeley, CO 80632
•
Subject: TCI Merger with AT&T—Request for Consent to Change of Control
Dear Chair of the Board Harbert:
As we have communicated in previous correspondence, Tele-Communications, Inc. ("TCI"),the ultimate
parent corporation of TCI Cablevision of Colorado,Inc.,has announced its intention to merge with AT&T
Corp. ("AT&T"). We are writing to provide you with additional information regarding this merger,and to
formally request any consent that may be required by the franchise or applicable law.
Both TCI and AT&T are excited about the merger,which we believe will provide significant benefits to
our customers. With the combined expertise and initiative of TCI and AT&T, we hope to offer an
expanded choice of products and services.
Under the terms of the merger agreement,AT&T will become the parent company of TCI. TCI will
continue to exist as a corporation and a wholly owned subsidiary of AT&T. TCI Cablevision of Colorado,
Inc., a subsidiary of TCI,will continue to hold the franchise with Weld County. Therefore,the merger will
not involve a transfer of the franchise, and there will be no change in local management.
Our records indicate that our franchise with you may require that we obtain your consent to this change of
control. To provide you with all information necessary to grant the consent we seek, enclosed are three
copies of the Federal Communications Commission's("FCC")Form 394. According to the FCC,the Form
394 is designed to provide a franchising authority with the information necessary to assess the financial,
legal and technical qualifications of the proposed new controlling entity. As part of that Form,you are
receiving a copy of the merger agreement,AT&T's annual Report for 1997, and any specific additional
information required by the franchise in connection with a change in control of TCI. Under the FCC's
rules,you have 120 days from the date you receive this information to review it and to act upon our request
for consent to the merger. Should you choose not to take any action within this 120 days,under federal law
your consent will be deemed granted. - - - - - -
9�ao1/6,
For your convenience and consideration,we have also enclosed a draft resolution which address your
consent to the merger. We respectfully request that this resolution be placed on the agenda for your next
meeting. I am available to discuss any questions you have about this resolution or any of the other
enclosed documents at your convenience.
As always, if at any time you have any questions or concerns about the merger,please feel free to call me at
(970)356-1079.Thank you for your assistance in this matter.
Sincerely,
TCI Cablevision of Colorado, Inc.
040.111
% -tills RA)
Kathy Stewart
General Manager
Enclosures
Cc: Division Franchising Department
ggaa4la
RESOLUTION
RE: APPROVE FRANCHISE AGREEMENT WITH ICI CABLEVISION OF COLORADO, INC.,
AND AUTHORIZE CHAIRMAN TO SIGN
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 has been presented with a Franchise Agreement between the County
of Weld, State of Colorado, by and through the Board of.County Commissioners of Weld County, and
TCI Cablevision of Colorado, Inc., with terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Franchise Agreement between the County of Weld, State of Colorado,
by and through the Board of County Commissioners of Weld County, and TCI Cablevision of
Colorado, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 16th day of October, A.D., 1995. -
BOARD OF COUNTY COMMISSIONERS
7
C'—'3:11 4-7,-:-li> --y 4,...,!/. , ,,,,, WE OUNTY 9:____"_„7„.(e, 7
Dale K. Hall, Chairman
Weld y'CountClerk to the Board_
, i.( : _.� , FXCI1SFn
.r 1_ +` BarbartJ. Kirkmeyer, Pro-Tem
Deputy CI�r to the Board i L/4.,-,,,-,--,-,-- � --z-„,--c-
George EBaxter
OVER AS TO FORM: . /' ,/ (�.,_2<y�?.��' ,_k..,-7(;-,-,/,�� ---
Constance L. Harbert
/C{o tto nr --- /
W'H.-Webster
524-55-o Rosa 9f�p`/6
LL, 0 IA ,TQI
purchase.
In the event that the County and TCI-CO fail to agree within one hundr y
(120) days upo ice to be paid for the system, the parties shall r issue of value to
a board of qualified appraisers sed of one disinterest n appointed by the County and
one disinterested person appointed by TC - wo appraisers cannot agree on such value
within thirty (30) days, they s omit a third disin e erson, and the determination
of any two apprai be made within an additional thirty (30) day . ex enses
relat. e appraisal shall be borne equally by TCI-CO and the County.
XXVIII
TRANSFER OF OWNERSHIP OR CONTROL
A. The Cable System and this franchise shall not be sold, assigned, transferred,
leased, or disposed of, either in whole or in part, either by involuntary sale or by voluntary
sale, merger, consolidation, or mortgaged in any manner, nor shall title thereto, either legal or
equitable, or any right, interest, or property therein pass to or vest in any person or entity,
without the prior consent of the County, which consent shall not be unreasonably withheld.
B. The provisions of this section shall apply to the sale or transfer of all or a
majority of TCI-CO's assets, merger (including any parent and its subsidiary corporation),
consolidation, creation of a subsidiary corporation or sale or transfer of stock in TCI-CO so as to
create a new controlling interest. The term "controlling interest" as used herein is not limited
to majority stock ownership, but includes actual working control in whatever manner
exercised.
( 1 ) The parties to the merger, sale or transfer shall make a written request
to the County for its approval of a merger, sale or transfer and furnish all information related
to the merger, sale or transfer required by law and the County.
( 2 ) Upon receipt of all requested information, the County shall render a final
written decision on the request within one hundred twenty (120) days of the request. If the
County fails to render a final decision on the request within one hundred twenty (120) days,
such request shall be deemed granted unless the requesting party and the County agree to an
extension of time.
( 3 ) Within thirty (30) days of any merger, transfer or sale, if approved or
deemed granted by the County, TCI-CO shall file with the County a copy of a written instrument
evidencing such merger, sale or transfer of ownership or control, or lease, certified and sworn
to as correct by TCI-CO and the transferee shall file its sworn acceptance and agreement to abide
by each and every provision of this Franchise Agreement.
C. In reviewing a request for merger, sale or transfer, the County may inquire into
the legal, technical and financial qualifications of the prospective controlling party or
transferee, and TCI-CO shall assist the County in so inquiring. The County may condition its
consent upon such terms and conditions as it deems reasonably appropriate; provided, however,
the County shall not unreasonably withhold its approval; and any such terms and conditions so
attached shall be related to the legal, technical, and financial qualifications of the prospective
controlling party or transferee and to the resolution of outstanding and unresolved issues of
noncompliance with the terms and conditions of this franchise by TCI-CO.
WELD COUNTY-Franchise Agreement - page 19
EXHIBIT 4
AT&T has announced its intention generally to provide services in addition to cable services,
such as telecommunications, over some of the cable facilities operated by TCI. However, at this time,
AT&T has not made any plans to expand the service offerings of any particular individual cable
system to provide such services except for a few cable systems which have been targeted for technical
or service trials. With respect to the cable system that is the subject matter of this application, AT&T
does not currently have any specific plans at this time to change the service and operations of the
cable system as a consequence of this transaction. The current franchisee will continue to operate
the cable television system pursuant to the current franchise after the consummation of the proposed
transaction. If, in the future, AT&T offers services other than those currently authorized by the
franchise agreement and any relevant laws, AT&T will obtain any necessary federal, state or local
authorizations prior to the introduction of such services over TCI's cable system.
August 14.1998
Federal Communications Commission Approved by OMB
Washington,D.C.20554 FCC 394 3060-0573
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
FOR FRANCHISE AUTHORITY USE ONLY
SECTION I. GENERAL INFORMATION
DATE August 14, 1998 1. Community Unit Identification Number: CO 0048
2. Application for: n Assignment of Franchise ® Transfer of Control
3. Franchising authority:Weld County
4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located:Weld,CO
5. Date system was acquired or(for system's constructed by the transferor/assignor)the date on which
service was provided to the first subscriber in the franchise area: 12/02/91
6. Proposed effective date of closing of the transaction assigning or transferring ownership of the system to When all conditions to closing
transferee/assignee: have been met. Currently
anticipated to be 120 days
from the filing of this Form
394.
7. Attach as an Exhibit a schedule of any and all additional information or material filed with this application Exhibit No.
that is identified in the franchise as required to be provided to the franchising authority when requesting 1
its approval of the type of transaction that is the subject of this application.
PART I-TRANSFEROR/ASSIGNOR
1. Indicate the name.mailing address.and telephone number of the transferor/assignor.
Legal name of Transferor/Assignor(if individual, list last name first)
Tele-Communications,Inc.,parent of the franchise holder, TCI Cablevision of Colorado,Inc.
Assumed name used for doing business(if any)
Mailing street address or P.O.Box
5619 DTC Parkway
City Englewood State CO ZIP Code 80111 Telephone No.(include area code)
(303)267-5500
2.(a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or transfer of control Exhibit No.
(including any exhibits or schedules thereto necessary in order to understand the terms thereof). If there is only 2
an oral agreement,reduce the terms to writing and attach. (Confidential trade,business,pricing or marketing
information,or other information not otherwise publicly available,may be redacted).
(b) Does the contract submitted in response to(a)above embody the full and complete agreement between the ® Yes No
transferor/assignor and the transferee/assignee7
If No,explain in an Exhibit. Exhibit No.2 contains the complete agreement,except for confidential Exhibit No.
trade,business,pricing or marketing information,or other information not otherwise publicly available,that has been N/A
redacted in accordance with Item 2.(a).
FCC 394
q. i,/ a September 1994
PART II-TRANSFEREE/ASSIGNEE
].(a) Indicate the name,mailing address,and telephone number of the transferee/assignee.
Legal name of Transferee/Assignee(if individual,list last name first)
AT&T Corp.
Assumed name used for doing business(if any)
Mailing street address or P.O.Box 32 Avenue of the Americas
City New York State NY ZIP Code 10013-2412 Telephone No.(include area code)
2122--387-5400
(b) Indicate the name,mailing address,and telephone number of person to contact,if other than transferee/assignee.
Name of contact person(list last name first)
The primary contact person for the transferee/assignee is identified on the attached page.
Firm or company name(if any)
Mailing street address or P.O.Box
City State ZIP Code Telephone No. (include area code)
(c) Attach as an Exhibit the name,mailing address,and telephone number of each additional person who Exhibit No.
should be contacted,if any. 3
(d) Indicate the address where the system's records will be maintained.
Street address 5619 DTC Parkway
City Englewood State CO ZIP Code 80111
2. Indicate on an attached exhibit any plans to change the current terms and conditions of service and Exhibit No.
operations of the system as a consequence of the transaction for which approval is sought. 4
/' FCC 394(Page 2)
96 A September 1996
ATTACHMENT -- SECTION I, PART II, QUESTION 1(b)
The primary contact person for AT&T is identified below based upon the State or Commonwealth in which the local
franchising authority is located as identified in the following chart:
States Contact Name Phone Fax E-Mail Address
AR,� KS 0. Carey Epps 512-370-2055 512-370-2096 cepps@lga.att.com Room 1500
Olt, 919 Austin, rX8 n 7 Ave.O1
TX CT MA, Philip S. Shapiro 518-463-2555 518-463-5943 pshapiro@lga.att.com Suite 706 ME,NH, 111 Washington Ave.
NY, RI, Albany,NI'-12210
NJ Monica Otte 908-204-2448 908-204-8538 motte@lga.att.com Room B2114
131 Morristown Road
Basking Ridge,NJ 07920
DC
Cj DE, Mark Keffer 703-691-6046 703-691-6093 mkeffer@lga.att.com 3D
PA3033 Chainbrid e Rd.
VA,,WV Oakton,VA 22185
AL, FL Roger Briney 404-810-8550 404-810-5901 rbriney@lga.att.com 1200 Peachtree St.
GA,KY, Promenade I
NC P LA,AR' Atlanta, GA 30309
SC, TN
CA HI, Michael Olsen 415-442-3791 415-442-5514 molsen@lga.att.com Room 670
NV'
795 Folsom St.
San Francisco,CA 94107
AZ Richard Thayer 303-298-6495 303-298-6488 rthayer@lga.att.com Suite 1575
IA 'ID CO, 1875 Lawrence St.
MN MT, Denver, CO 80202
ND:NE,
NH, OR,
SDW WY
A,
IL IN, Robin 312-230-3724 312-230-8211 chariest@lga.att.com Suite 1300
MI, OH, Charleston 227 W. Monroe St.
WI Chicago,IL 60606
ggalOg7/&
SECTION I. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS
1. Transferee/Assignee is:
® Corporation a. Jurisdiction of incorporation: d. Name and address of registered agent in
New York,New York jurisdiction:
CT Corporation System
b. Date of incorporation:
1633 Broadway
March 3, 1885 New York,Nar 10019
c. For profit or not-for-profit:
For profit
0 Limited Partnership a. Jurisdiction in which formed: c. Name and address of registered agent in jurisdiction:
b. Date of formation:
❑ General Partnership a: Jurisdiction whose laws govern formation: b. Date of formation:
❑ Individual
O Other. Describe in an Exhibit. Exhibit No
N/A
2. List the transferee/assignee,and,if the transferee/assignee is not a natural person,each of its officers,directors,stockholders beneficially
holding more than 5%of the outstanding voting shares,general partners,and limited partners holding an equity interest of more than 5%.
Use only one column for each individual or entity. Attach additional pages if necessary. (Read carefully-the lettered items below refer
to corresponding lines in the following table.)
(a)Name,residence,occupation or principal business,and principal place of business. (If other than an individual,also show name,address
and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the applicant first,officers,next,
then directors and,thereafter,remaining stockholders and/or partners.
(b)Citizenship.
(c)Relationship to the transferee/assignee(e.g.,officer,director,etc.).
(d)Number of shares or nature of partnership interest.
(e)Number of votes.
(f)Percentage of votes.
(a) AT&T Corp- See additional pages attached
(b) USA
(c) Transferee/Assignee
(d) N/A
(e) N/A
(1) N/A
'9, 01/60 FCC 394(Page 3)
September 1996
ATTACHMENT -- PART II,SECTION I, QUESTION 2
As of July 28, 1998,there are no stockholders beneficially holding more than 5%of the outstanding voting shares
of AT&T Corp. The following information is provided as of July 28, 1998, for AT&T's Senior Officers and
Directors:
(a) C.Michael Armstrong Kenneth T.Derr M. Kathryn Eickhoff
Chairman and Chief Executive Chairman and Chief Executive President
Officer and Director Officer Eickhoff Economics Incorporated
32 Avenue of the Americas Chevron Corporation 510 LaGuardia Place
Room 2504 575 Market Street Suite 400
New York,NY 10013-2412 San Francisco,CA 94105 New York,NY 10012
(b) USA USA USA
(c) Officer and Director DirectorDirector
(d) 122,330 1,000 3,000
(e) 122,330 1,000 3,000
(0 Less than.0001% Less than.0001% Less than.0001%
(a) Walter Y. Elisha George M.C.Fisher Donald V.Fites
Retired Chairman and Chief Chairman and Chief Executive Chairman and Chief Executive
Executive Officer Officer Officer
Springs Industries,Inc. Eastman Kodak Company Caterpillar Inc.
205 North White Street 343 State Street 100 N.E. Adams Street
P.O.Box 70 Rochester,NY 14650 Peoria,IL 61629-7210
Fort Mill,SC 29715
(b) USA USA USA
(c) Director Director Director
(d) 9,843 10,088 3,000
(e) 9,843 10,088 3,000
(f) Less than.0001% Less than.0001% Less than.0001%
(a) Ralph S.Larsen Donald F.McHenry Michael I. Sovern
Chairman and Chief Executive President President Emeritus
Officer The IRC Group,LLC Chancellor Kent Professor of Law
Johnson and Johnson 1320 19th Street,N.W. 435 West 116th Street Box B20
One Johnson and Johnson Suite 410 Columbia University
Plaza Washington,DC 20036 New York,NY 10027
New Brunswick,NJ 08933
(b) USA USA USA
(c) Director Director Director
(d) 1,000 3,183 1,200
(e) 1,000 3,183 1,200
(f) Less than.0001% Less than.0001% Less than.0001%
(a) Sanford I. Weill Thomas H. Wyman John D.Zeglis
Chairman and Chief Executive Senior Advisor President and Director
Officer SBC Warburg,Inc. 32 Avenue of the Americas
Travelers Group,Inc. 1 Adams Point Room 2512
c/o Citicorp The Landings New York,NY 10013-2412
153 E. 53rd Street Savannah,GA 31411
New York,NY 10043
(b) USA USA USA
(c) Director Director Officer and Director
(d) 5,000 1,000 5,429
(e) 5,000 1,000 5,429
(f) Less than.0001% Less than.0001% Less than.0001%
(a) Ham'S.Bennett Harold W.Burlingame Daniel R. Hesse
Vice President and General Executive Vice President Executive Vice President and
Manager-Local Services Human Resources President and Chief Executive
Division 295 North Maple Avenue Officer
295 North Maple Avenue Basking Ridge,NJ 07920 AT&T Wireless Services,Inc.
Basking Ridge,NJ 07920 5000 Carillon Point,4th Floor
Kirkland, WA 98033
(b) USA _USA USA
(c) Officer Officer Officer
(d) 150,205 21,347.514 2,940.245
(e) 150,205 21,347.514 2,940.245
(f) Less than.0001% Less than.0001% Less than.0001%
(a) Frank Ianna Richard J.Martin Gail J.McGovern
Executive Vice President Executive Vice President Executive Vice President
Network and Computing Public Relations and Consumer Markets Division
Services Employee Communications 295 North Maple Avenue
295 North Maple Avenue 295 North Maple Avenue Basking Ridge,NJ 07920
Basking Ridge,NJ 07920 Basking Ridge,NJ 07920
(b) USA USA 'USA
(c) Officer Officer Officer
(d) 366.891 3,092.156 2,120.18
(e) 366.891 3,092.156 _2,120.18
(f) Less than.0001% Less than.0001% Less than.0001%
(a) David C.Nagel John C.Petrillo Richard R.Roscin
President-AT&T Labs and Executive Vice President Executive Vice President and
Chief Technology Officer Corporate Strategy and President and Chief Executive
295 North Maple Avenue Business Development Officer
Basking Ridge,NJ 07920 295 North Maple Avenue AT&T Solutions
Basking Ridge,NJ 07920 15 Vreeland Road
Florham Park,NJ 07932
(b) USA USA USA
(c) Officer Officer Officer
(d) 2,207 1,457.531 7,091.251
-(e) 2,207 1,457.531 7,091.251
(f) Less than.0001% Less than.0001% _ Less than.0001%
(a) Daniel E. Somers Robert Annunziata
Senior Executive Vice Executive Vice President
President and Chief Financial Local Services
Officer 295 North Maple Avenue
295 North Maple Avenue Basking Ridge,NJ 07920
Basking Ridge,NJ 07920
(b) Canadian USA
(c) Officer Officer
(d) 0 15,637
(e) 0 15,637
(f) Less than.0001% Less than.0001%
3. If the applicant is a corporation or a limited partnership,is the transferee/assignee formed under the laws of,or
duly qualified to transact business in,the State or other jurisdiction in which the system operates? ® Yes No
Exhibit No.
If the answer is No,explain in an Exhibit. N/A
4. Has the transferee/assignee had any interest in or in connection with an application which has been dismissed or
denied by any franchise authority? II Yes ® No
If the answer is Yes,describe circumstances in an Exhibit. Exhibit No.
N/A
5. Has an adverse finding been made or an adverse final action been taken by any court or administrative body with
iestn.t to the transferee/assignee in a civil,criminal or administrative proceeding,brought under the provisions ® Yes El No
of any law or regulation related to the following: any felony;revocation,suspension or involuntary transfer of
any authorization(including cable franchises)to provide video programming services;mass media related antitrust
or unfair competition;fraudulent statements to another governmental unit;or employment discrimination?
If the answer is Yes,attach as an Exhibit a full description of the persons and matter(s)involved,including an Exhibit No.
identification of any court or administrative body and any proceeding(by dates and file numbers,if applicable), 5
and the disposition of such proceeding.
6. Are there any documents,instruments,contracts or understandings relating to ownership or future ownership ❑ Yes ® No
rights with respect to any attributable interest as described in Question 2(including,but not limited to,non-voting
stock interests,beneficial stock ownership interests,options,wan-ants,debentures)?
If Yes,provide particulars in an Exhibit.
7. Do documents,instruments,agreements or understandings for the pledge of stock of the transferee/assignee,as ❑ Yes ® No
security for loans or contractual performance,provide that: (a)voting rights will remain with the applicant,even
in the event of default on the obligation;(b)in the event of default,there will be either a private or public sale of
the stock;and(c)prior to the exercise of any ownership rights by a purchaser at a sale described in(b),any prior
consent of the FCC and/or of the franchising authority, if required pursuant to federal, state or local law or
pursuant to the tens of the franchise agreement will be obtained?
If No,attach as an Exhibit a full explanation. Exhibit No.
6
SECTION III-TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS
1. The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from committed ❑
resources to consummate the transaction and operate the facilities for three months. Yes No
2. Attach as an Exhibit the most recent financial statements, prepared in accordance with generally accepted Exhibit No.
accounting principles, including a balance sheet and income statement for at least one full year, for the 7
transferee/assignee or parent entity that has been prepared in the ordinary course of business,if any such financial
statements are routinely prepared. Such statements, if not otherwise publicly available, may be marked
CONFIDENTIAL and will be maintained as confidential by the franchise authority and its agents to the extent
permissible under local law.
SECTION IV-TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS
Set forth in an Exhibit a narrative arrount of the transferee's/assignee's technical qualifications,experience and expertise Exhibit No.
regarding cable television systems,including,but not limited to,summary information about appropriate management 8
personnel that will be involved in the system's management and operations. The transferee/assignee may,but need not,
list a representative sample of cable systems currently or formerly owned or operated.
FCC 394(Page 4)
qinZ/i September 1996
SECTION V-CER11HCATIONS
Part I-Transferor/Assignor
1 the statements made in the application and attached exhibits are considered material representations,and all the Exhibits are a
aerial part hereof and are incorporated herein as if set out in full in the application.
Signature
I CERTIFY that the statements in this application are true,
complete and correct to the best of my knowledge and belief and
are made in good faith.
Date August 14 , 1998
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE
PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE,
111LE 18, SECTION 1001. Print full name Stephen M.Brett
Check appropriate classification:
❑ Individual 0 General Partner ® Corporate Officer I 1 Other,Explain:
(Indicate Title)
Executiv Vice President,
GeneralCounsel and Secretary
Part II-Transferee/Assignee
All the statements made in the application and attached Exhibits are considered material representations,and all the Exhibits are a
aerial part hereof and are incorporated herein as if set out in full in the application.
The transferee/assignee certifies that he/she:
(a) Has a current copy of the FCC's Rules governing cable television systems.
(b) Has a current copy of the franchise that is the subject of this application,and of any applicable state laws or local ordinances and
related regulations.
(c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related
regulations,and to effect changes,as promptly as practicable,in the operation of the system,if any changes are necessary to cure any
violations thereof or defaults thereunder presently in effect or ongoing.
Signature
I CERTIFY that the statements in this application are true,
complete and
correct to the best of my knowledge and belief andare
ff—
are made in good faith. (/J
Date
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE August 14, 1998
PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE,
TITLE 18, SECTION 1001. Print full name
Philip H. Osman
Check appropriate classification: ri ^
Corporate Officer I I❑ Other,Explain:Individual 0 General Partner (Indicate Title)
Vice President, Consumer Local Services
FCC 394(Page
gye) / _ September 19'.
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