HomeMy WebLinkAboutResolution 02-28 06/03/2002
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RESOLUTION NO. 02-28
RESOLUTION CONSENTING TO CHANGE IN CONTROL OF
TCI CABLEVISION OF OREGON, INC.
FROM AT&T TO AT&T COMCAST
WHEREAS, TCI Cablevision of Oregon, Inc. also known as AT&T Broadband, the cable
franchise holder ("Franchisee") in the City of Springfield ("Franchise Authority") is an indirect
subsidiary of AT&T Corp. ("AT&T"), and AT&T intends to merge its cable systems with Comcast
Corporation ("Com cast") to create a new company to be known as AT&T Comcast Corporation
("AT&T Comcast") pursuant to the terms of an Agreement and Plan of Merger dated December
19,2001 by and among AT&T, AT&T Broadband Corp., Com cast and certain of their respective
affiliates, and a Separation and Distribution Agreement dated December 19, 2001 by and
between AT&T and AT&T Broadband Corp. (the "Merger"); and
WHEREAS, prior to the Merger, pursuant to an internal corporate restructuring, the . '
stock of the Franchisee, or indirect ownership of the Franchisee, may be transferred through
one or more internal transfers or mergers to another direct or indirect subsidiary of AT&T, or
Franchisee may elect as permitted by law to convert or reorganize its legal form to a limited
company (together with the Merger, the "Transactions"); and
WHEREAS, following the Transactions, the resulting entity will be controlled by AT&T
Comcast but will continue to operate the cable system and continue to hold and be responsible
for performance of the cable franchise; and
WHEREAS, on March 4, 2002, the companies gave notice to the Franchise Authority of
the proposed change in control that would result from the merger of AT&T Broadband and
Comcast by filing an FCC Form 394, together with attached exhibits ("Application"), and
requested that the Franchise Authority consent to the Transactions in accordance with the
requirements of the cable franchise and applicable federal law; and
WHEREAS, as provided in the franchise agreement of the Franchise Authority, on
March 6. 2002, the Franchise Authority requested that the Metropolitan Policy Committee
initiate an inquiry into the Merger; and
WHEREAS, the franchise provides that AT&T Comcast must show financial
responsibility as determined by the Franchise Authority, and that consent of the Franchise
Authority will not be unreasonably withheld; and
WHEREAS, AT&T Comcast has stated that Franchisee will continue to comply with the
lawful terms and provisions of the existing franchise and agreements following the Merger; and
WHEREAS, the Franchisee and Franchising Authority have, in a separate agreement,
noted the existence of certain identified issues, and agreed to exercise good faith efforts to
resolve such issues separate and apart from the consent process; and
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WHEREAS, City staff have presented to the Council a copy of the request for consent
and additional material and information relevant to the request; and
WHEREAS, City staff have reviewed the material submitted in support of the request for
consent and recommended that the City consent subject to certain conditions, as set forth
below; and
WHEREAS, the Franchise Authority has reyiewed the Application, examined the legal,
financial and technical qualifications of AT&T Comcast, considered the material and information
proYided by City staff and is fully informed as to the contents thereof and has determined that it
is in the public interest to consent to the request;
NOW, THEREFORE, BE IT RESOLVED, that the Franchise Authority hereby consents to the
Transactions in accordance with the terms of the franchise and applicable law, subject to the
following conditions:
(A) That Franchisee comply with all valid local laws, agreements and franchise
requirements consistent with applicable federal and state law; and
(8) That the Franchise Authority's consent to the Transactions shall not be construed
to constitute a waiver or release of any rights the Franchise Authority has under
the franchise, whether those rights arise before or after the change in control to
AT&T Comcast; and
BE IT FURTHER RESOLVED THAT, this Resolution shall be deemed effective upon adoption;
and
BE IT FURTHER RESOLVED, that this Resolution shall have the force of a continuing
agreement with Franchisee and AT&T Comcast, and Franchise Authority shall not amend or
otherwise alter this Resolution without the consent of Franchisee and AT&T Comcast.
Adopted by the Common Council of the City of Springfield this 3rd day of June
2002.
Adopted by a yote of 4, in favor, '3
opposed.
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REVIEWED & APPROVED
A~ TO FORM
~o.1!:.l" ~ ') ~c&-A Y"'""'\
DATE: S- ( 2." J 2.00""2-
OFFICE OF CITY ATTORNEY
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