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HomeMy WebLinkAboutOrdinance 4174 ORDINANCE NO. 4174 AN ORDINANCE APPROVING THE APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL OF CABLE TELEVISION FRANCHISE SUBMITTED BY TCA CABLE TV, INC., COX CLASSIC CABLE, INC. AND COX COMMUNICATIONS, INC. WHEREAS, TCA Cable Partners ("Grantee") currently holds a cable television franchise (the "Franchise") to own and operate a cable television system (the"System") in the City of Fayetteville, Arkansas ("Grantor"); and, WHEREAS, TCA Cable TV, Inc. ("TCA"), has entered into a merger agreement in which TCA will merge into and be a part of Cox Communications, Inc. or a wholly-owned subsidiary ("Cox"); and, WHEREAS, TCA and Cox have jointly submitted to the Grantor an application on Federal Communications Commission Form 394, requesting for the transfer of control of the cable television franchise held by Grantee and have submitted such other information concerning the transfer of control and Cox, as may be required by law, the Franchise or as requested by the Grantor (collectively, the "Transfer Application"); and, WHEREAS, Grantee will continue to hold the Franchise and operate the System subsequent to the transfer of control of Grantee to Cox; and WHEREAS, the Grantor has reviewed the Transfer Application and conducted its review of the legal, technical and financial qualifications of Cox; and, WHEREAS, and all written comments and staff reports, if any, have been received and made a part of the record; and, WHEREAS, following review, the Grantor believes it is in the best interests of the Grantor to approve the transfer of control to Cox, as described in the Transfer Application; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Ser ton 1 . That in consideration of the foregoing and the promises set forth herein, the Grantor agrees to the following: 1 . Grantor consents to the transfer of control of the cable television franchise held by Grantee to Cox or to a wholly owned subsidiary or affiliate of Cox as described in the Transfer Application; and the Grantor acknowledges that no further consent is required for the assignment of the Franchise to any affiliate company controlled by Cox. Page 2 4174 Ordinance No. 2. Grantor confirms that the Franchise is valid and outstanding and in full force and effect. PASSED AND APPROVED this 20'h day ofJuly , 1999. APPROVED: By: �4 Fred Hanna, Mayor ATTEST: —� Heather Woodruff, City C�IeCk Federal Communications Commission Approved By OMB Washington, DC 20554 FCC 394 3060-0573 " x ` 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 June 14, 1999 1 . Community Unit Identification Number. AR0037 2. Application for: ❑ Assignment of Franchise X❑ Transfer of Control 3. Franchising Authority: Fayetteville, Arkansas 4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located: Fayetteville, Arkansas 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: May 15, 1995 6. Proposed effective date of closing of the transaction assigning or transfening ownership of the system to transferee/assignee: October 12, 1999 7. Attach as an Exhibit a schedule of any and all additional information or material filed with this Exhibit No. application that is identified in the franchise as required to be provided to the franchising 1 authority when requesting 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) TCA Cable TV, Inc. Assumed name used for doing business (If any) TCA Cable TV Mailing street address or P.O. Box 3015 SSE Loop 323 city State ZIP Code Telephone No. (include area code) Tyler TX 75701 (903) 595-3701 2.(a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or Exhibit No. transfer of control (including any exhibits or schedules thereto necessary in order to understand the 2 terms thereof). If there is only 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 Yes ❑ No between the transferor/assignor and the transferee/assignee? If No, explain in an Exhibit. Exhibit No. FCC 394 (Page 1 ) September 1996 PART II - TRANSFEREE/ASSIGNEE 1 .(a) Indicate the name, mailing address, and telephone number of the transferee/assignee. Legal name of Transferee/Assignee (if individual, list last name first) Cox Classic Cable, Inc. Assumed name used for doing business (if any) Mailing street address or P.O. Box 3015 SSE Loop 323 City State ZIP Code Telephone No. (include area code) Tyler TX 75701 (903) 595-3701 (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) James A. Hatcher Finn or company name (if any) Cox Communications, Inc. Mailing street address or P.O. Box 1400 Lake Hearn Drive City State ZIP Code Telephone No. (include area code) Atlanta GA 30319 (404) 843-5838 (c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person who Exhibit No. should be contacted, if any. (d) Indicate the address where the system's records will be maintained. Street address 3015 SSE Loop 323 City State ZIP Code Tyler TX 75701 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. FCC 394 (Page 2) September 1996 a SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS 1 . Transferee/Assignee is: ❑x Corporation a. Jurisdiction of incorporation: d. Name and address of registered agent in Delaware jurisdiction: b. Date of incorporation: 5/10/99 Corporation Service Company c. For profit or not-for-profit: 120 East Fourth Street For Profit LItUe Rock, AR 72201 ❑ 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 Taws govern formation: b. Date of formation: ❑ Individual F1 Other. Describe in an Exhibit. Exhibit No. 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 partnersihp interest. (e) Number of votes. (f ) Percentage of votes. (See Exhibit 3 Attached) (a) (b) (c) (d) (e) (f ) FCC 394 (Page 3) September 1996 3. If the applicant is a corporation or a limited partnership, is the transferee/assignee formed under theX❑ Yes No laws of, or duly qualified to transact business in, the State or other jurisdiction in which the system operates? If the answer is No, explain in an Exhibit. Exhibit No. 4. Has the transferee/assignee had any interest in or in connection with an applicant which has been Yes No dismissed or denied by any franchise authority? If the answer is Yes, describe circumstances in an Exhibit. Exhibit No. 5. Has an adverse finding been made or an adverse final action been taken by any court or ❑ Yes X❑ No administrative body with respect to the transfereetassignee in a civil, criminal or administrative proceeding, brought under the provisions 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 government unit; or employment discrimination? If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved, Exhibit No. including an identification of any court or administrative body and any proceeding (by dates and file numbers, if applicable), and the disposition of such proceeding. 6. Are there any documents, instruments, contracts or understandings relating to ownership or future 0 Yes ❑X No ownership 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, warrants, debentures)? If Yes, provide particulars in an Exhibit. 7. Do documents, instruments, agreements or understandings for the pledge of stock of the ❑ Yes ff] No transferee/assignee, as 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 terms of the franchise agreement will be obtained? If No, attach as an Exhibit a full explanation. Exhibit No. 4 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 EX Yes 1:1 No committed resources to consummate the transaction and operate the facilities for three months. 2. Attach as an Exhibit the most recent financial statements, prepared in accordance with generallyExhibit No. accepted accounting principals, including a balance sheet and income statement for at least one full year, for the 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 account of the transferee's/assignee's technical qualifications, experience Exhibit No. and expertise regarding cable television systems, including, but not limited to, summary information about 6 appropriate management 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) September 1996 SECTION V - CERTIFICATIONS Part I - Transferor/Assignor All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits are a material 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 WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE June 14, 1999 PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, Print full name TITLE 18, SECTION 1001 . Fred R. Nichols Check appropriate classification: 11 Individuala General Partner Corporate Officer X (Indicate Tdle) Other. Explain: Chairman, Chief Executive Officer and President Part II - Transferee/Assignee All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material 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 system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. Signature 1 CERTIFY that the statements in this application are true, per' 'A complete and correct to the best of my knowledge and belief and are made in good faith. (� ate WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE June 14, 1999 PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, Print full name TITLE 18, SECTION 1001 . James A. Hatcher Check appropriate classification: Individual General Partner a Corporate Officer ❑ Other. Explain: (Indicate Title) Vice-President FCC 394 (Page 5) September 1996 Exhibit 3 FCC Form 394 Date: June 14, 1999 List of Transferee Officers, Directors and Shareholders Entity: Cox Classic Cable TV. Inc. Name/Residence Occupation/Place of Business Citizenship Officer/Director # Shares # Votes % Votes Cox Classic Cable, Inc. — — 1 ,000 11000 1 ,000 1400 Lake Hearn Drive Atlanta, Georgia 30319 James O. Robbins USA Director and — — — 1400 Lake Hearn Drive President Atlanta, Georgia 30319 Jimmy W. Hayes USA Director and Vice — -- — 1400 Lake Hearn Drive President Atlanta, Georgia 30319 James A. Hatcher USA Director and Vice --- --- --- 1400 Lake Heam Drive President Atlanta, Georgia 303 19 Preston B. Barnett USA Vice President 1400 Lake Hcam Drive Atlanta, Georgia 30319 Margaret A. Bellville USA Vice President -- -- 1400 Lake Heam Drive Atlanta, Georgia 30319 John M. Dyer USA Vice President --- --- — 1400 Lake Heam Drive Atlanta, Georgia 30319 Andrew A. Merdek USA Secretary -- -- 1400 Lake Heam Drive Atlanta, Georgia 30319 Shauna J. Sullivan USA Assistant --- --- --- 1400 Lake Heam Drive Secretary Atlanta, Georgia 30319 i Dallas S . Clement USA Treasurer --- --- 1400 Lake Heam Drive Atlanta, Georgia 30319 . I i i Federal Communications Commission Approved By OMB Washington, DC 20554 30600573 FCC 394 ' 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 June 14, 1999 1 . Community Unit Identification Number. AR0037 2. Application for: ❑ Assignment of Franchise ® Transfer of Control 3. Franchising Authority: Fayetteville, Arkansas 4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located: Fayetteville, Arkansas 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: May 15, 1995 6. Proposed effective date of closing of the transaction assigning or transferring ownership of the system to transferee/assignee: October 12, 1999 7. Attach as an Exhibit a schedule of any and all additional information or material filed with this Exhibit No. application that is identified in the franchise as required to be provided to the franchising 1 authority when requesting 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 transferorlassignor. Legal name of Transferor/Assignor (if individual, list last name first) TCA Cable TV, Inc. Assumed name used for doing business (if any) TCA Cable TV Mailing street address or P.O. Box 3015 SSE Loop 323 city State ZIP Code Telephone No. (include area code) Tyler TX 1 75701 (903) 595-3701 2.(a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or Exhibit No. transfer of control (including any exhibits or schedules thereto necessary In order to understand the Z terms thereol). If there is only an oral agreement, reduce the terns 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 a Yes ❑ No between the transferor/assignor and the transferee/assignee? If No, explain In an Exhibit. Exhibit No. FCC 394 (Page 1 ) September 1996 PART II - TRANSFEREEIASSIGNEE 1 .(a) Indicate the name, mailing address, and telephone number of the transferee/assignee. Legal name of Transferee/Assignee (if individual, list last name first) Cox Classic Cable, Inc. Assumed name used for doing business (if any) Mailing street address or P.O. Box 3015 SSE Loop 323 City State ZIP Code Telephone No. (include area code) Tyler TX 75701 (903) 595-3701 (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) James A. Hatcher Firm or company name (if any) Cox Communications, Inc. Mailing street address or P.O. Box 1400 Lake Hearn Drive City State ZIP Code Telephone No. (include area code) Atlanta GA 30319 (404) 843-5838 (c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person who Exhibit No. should be contacted, if any. (d) Indicate the address where the system's records will be maintained. Street address 3015 SSE Loop 323 City State ZIP Code Tyler TX 75701 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. t FCC 394 (Page 2) September 1996 SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS 1 . Transferee/Assignee is: ❑x Corporation a. Jurisdiction of incorporation: d. Name and address of registered agent in Delaware jurisdiction: b. Date of incorporation: 5/10/99 Corporation Service Company c. For profit or not-for-profit: 120 East Fourth Street For Profit Little Rock, AR 72201 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: 7 b. Date of formation: ❑ Individual ❑ Other. Describe in an Exhibit. Exhibit No. 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 partnersihp interest. (e) Number of votes. If ) Percentage of votes. (See Exhibit 3 Attached) (a) (b) (c) (d) (e) (f ) FCC 394 (Page 3) September 1996 3. If the applicant is a corporation or a limited partnership, is the transferee/assignee formed under the X❑ Yes No laws of, or duly qualified to transact business in, the State or other jurisdiction in which the system operates? If the answer is No, explain in an Exhibit. Exhibit No. 4. Has the transferee/assignee had any interest in or in connection with an applicant which has been Yes ❑X No dismissed or denied by any franchise authority? If the answer is Yes, describe circumstances in an Exhibit. Exhibit No. 5. Has an adverse finding been made or an adverse final action been taken by any court orYes X❑ No administrative body with respect to the transferee/assignee in a civil, criminal or administrative proceeding, brought under the provisions 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 government unit; or employment discrimination? If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved, Exhibit No. including an identification of any court or administrative body and any proceeding (by dates and file numbers, if applicable), and the disposition of such proceeding. 6. Are there any documents, instruments, contracts or understandings relating to ownership or future Yes ❑X No ownership 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, warrants, debentures)? If Yes, provide particulars in an Exhibit. 7. Do documents, instruments, agreements or understandings for the pledge of stock of the Yes X❑ No transferee/assignee, as 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 terms of the franchise agreement will be obtained? If No, attach as an Exhibit a full explanation. Exhibit No. Q 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 1XI Yes El No committed resources to consummate the transaction and operate the facilities for three months. 2. Attach as an Exhibit the most recent financial statements, prepared in accordance with generally Exhibit No. accepted accounting principals, including a balance sheet and income statement for at least one full year, for the 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 account of the transferee's/assignee's technical qualifications, experience Exhibit No. and expertise regarding cable television systems, including, but not limited to, summary information about 6 appropriate management 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) September 1996