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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 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, Pdntfuu name TITLE 18, SECTION 1001. Fred R. Nichols Check appropriate classification: Individual I General Partner Corporate Officer a (Indicate Title) 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 I CERTIFY that the statements in this application are true, co ' mplete and correct to the best of my knowledge and belief and {�(IAI �� % 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 X Corporate Officer (Indicate Title) a Other. Explain: (Ind Vice-President FCC 394 (Page 5) September 1996 Exhibit _J` FCC Form 394 Date: June 14, 1999 Schedule of Additional Franchise Required Information The City of Fayetteville requirements relative to transfer of ownership or control are contained in Section ?QI of the Franchise Agreement. A copy of this section is attached. No additional information is required Exhibit 2 • FCC Form 394 Date: June 14. 1999 Contract or Agreement On May II, 1999, the parties entered into a Purchase Agreement attached hereto as Exhibit 2. Exhibit 4 FCC Form 394 Date: June 14, 1999 There appears to be a typographical error in the Form, which should call for an Exhibit only if the answer to Question 7, Part II is "Yes." Nonetheless, there are no documents, instruments, etc. for the pledge of stock of the transferee, as security for loans or contractual performance. Exhibit S_ FCC Form 394 Date: June 14, 1999 Transferee's Financial Qualifications Cox Classic Cable, Inc., is a wholly -owned subsidiary of Cox Communications, Inc. which is charged with operating the cable communications properties of that company. A copy of the most recent Cox Enterprises Annual Report (1998), Cox Communications Annual Report (1998) and Form 10K for the year ending 1998 are enclosed. 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 1,000 1,000 1400 Lake Hearn Drive Atlanta, Geor is 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 Hearn Drive President Atlanta, Georgia 30319 Preston B. Barnett USA Vice President --- 1400 Lake Hearn Drive Atlanta, Georgia 30319 Margaret A. Bellville USA Vice President --- --- 1400 Lake Hearn Drive Atlanta, Georgia 30319 John M. Dyer USA Vice President --- --- -- 1400 Lake Hearn Drive Atlanta, Georgia 30319 Andrew A. Merdek USA Secretary --- --- --- 1400 Lake Hearn Drive Atlanta, Georgia 30319 Shauna J. Sullivan USA Assistant --- -- 1400 Lake Hearn Drive Secretary Atlanta, Georgia 30319 Dallas S. Clement USA Treasurer --- --- --- 1400 Lake Hearn Drive Atlanta, Georgia 30319 Exhibit 6 - FCC Form 394 Date: June 14, 1999 Section IV Technical Qualifications List of Cable Systems Currently Operated System Basic Customers 12/31/98 Phoenix 601,126 San Diego 501,174 New England 428,018 Hampton Roads 393,693 Las Vegas 298,432 Louisiana 268,323 Orange County/Palos Verdes 255,223 Omaha 171,080 Pensacola/Ft. Walton* 153,592 Tucson 124,722 Oklahoma City 121,668 Bakersfield/Santa Barbara 92,858 Gainesville/Ocala 88,157 West Texas 80,111 Cleveland 73,989 Middle Georgia 71,529 Roanoke 57,385 Humboldt 31,741 Grand Total 3,812,821 *Includes the Ft. Walton Beach, FL system which is managed as part of Cox's Pensacola cluster. The system is 50% owned by Cox through a partnership with Time Warner. This partnership also owns a system in Staten Island, NY which is managed by Time Warner. STAFF REVIEW FORM AGENDA REQUEST CONTRACT REVIEW GRANT REVIEW RECEIVED JUL 1 1999 CITY OF FAYETTEVILLE CITY CLERKS OFFICE FROM: Jerry E. Rose City Attorney Legal Name Division Department ACTION REQUIRED: Public Hearing and consideration of 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. and Cox Classic Cable, Inc. COST TO CITY: Cost of this Request Account Number Project Number BUDGET REVIEW: Budget Coordinator Category/Project Budget Funds Used to Date Remaining Balance Budgeted Item CONTRACT/GRANT/LEASE REVIEW: Administrative Services Director Accountin Hager Date Ce- 3 O-5'9 City kttol4iey Date Purchasing Officer Date Category/Project Name Program Name Fund Budget Adjustment Attached GRANTING AGENCY: Internal Auditor ADA Coordinator STAFF RECOMMENDATION: The Cable Board will meet July 15, 1999 and their recommendation will be provided. Date a- -c' Date Date ROSS REFERENCE New Item: Yes No Previous Ordinance/Resolution No.: _ Original Contract Date: Date vane FA is11 . ] ly LlLLJ LEGAL DEPARTMENT CITY ATTORNEY DIVISION JERRY E. ROSE, CITY ATTORNEY LAGAYLR D.MCCARTY, ASST, CITY ATTORNEY DEPARTMENTAL CORRESPONDENCE To: Fayetteville City Council From: LaGayle D. McCarty, Assistant City Attorney Date: June 30, 1999 Re: Transfer of Control of the Cable Television Franchise Attached please find the following documents: Letter dated June 17, 1999 from TCA Cable TV. Section XII, Franchise Transfer, Franchise Agreement between the City of Fayetteville, Arkansas and Warner Cable Communications, Inc. Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television franchise. The following documents are available for review in the City Attorney's Office: - Agreement and Plan of Merger, Dated as of May 11, 1999, by and among Cox Communications, Inc., Cox Classic Cable, Inc. and TCA Cable TV, Inc. - United States Securities and Exchange Commission, Form 10K - Cox Enterprises, Inc., 1998 Annual Report - Cox Communications, 1998 Summary Annual Report Mayor Hanna has requested the Cable Board's review and recommendation regarding the merger of TCA Cable TV, Inc. with Cox Communications, Inc. The Cable Board is scheduled to hear this item on their July 15, 1999 agenda. Their recommendation will be provided for your consideration at the July 20, 1999 City Council meeting. As you know, this is not a renegotiation ofthe franchise agreement. Section XII, Franchise Transfer, Franchise Agreement between the City of Fayetteville, Arkansas and Warner Cable Communication, Inc., sets forth the criteria by which the merger is to be reviewed. 4901 S. 48Tn STREET CABLE N SPRINGDALE, AR 72762 r (501)872.1200 • Ti F&x:(501) 756-1081 ? 3 June 17, 1999 VIA HAND DELIVERY I Honorable Mayor Fred Hannat. City of Fayetteville, Arkansas• 113 West Moutain Fayetteville, Arkansas 72702 Re: TCA Cable TV, Inc. Merger with Cox Communications, Inc. Request for Consent to Change of Control Fayetteville, Arkansas Cable Television Franchise Dear Mayor Hanna: We are writing to you about an important development for TCA Cable Partners and to formally request any consent from you that may be required by the franchise or applicable law. On May 11, 1999, TCA Cable TV, Inc. ("TCA"), the ultimate parent corporation of TCA Cable Partners, the partnership that holds the franchise with your community, entered into a merger agreement with Cox Communications, Inc. ("Cox"). As a result of this merger, Cox will become the ultimate parent company of TCA and will be one of the largest cable television operators in the country, serving approximately five million subscribers. Additional information about Cox is provided in the attached documents. Both TCA and Cox are excited about the merger. We believe that the combined expertise and initiative of TCA and Cox will bring out customers superior and expanded choices in products and services. Our records indicate that the terms of our franchise with your community may require that we obtain consent to this change of control. To provide you with all of the information necessary to grant consent to this merger we have enclosed three copies of the Federal Communications Commission ("FCC") Form 394. According to the FCC, the Form 394 provides a franchising authority with all of the information necessary to assess the financial, legal and technical qualifications of the proposed new controlling entity. In considering this information, it is important to note that the standard of review for a franchise transfer, in this case a change in control, is different from the standard used to renew a franchise. The issues to be reviewed in the transfer process involve only whether or not the transferee, in this case Cox, possesses the legal, technical and financial qualifications to serve as the parent company of the franchisee. For your convenience, we have attached a draft resolution which can be used as a model for granting consent. We would hope that you could place this resolution on the agenda for your next meeting. To the extent you desire to change the form resolution, we would appreciate being involved in that process to ensure that the final language of the resolution you adopt will meet the requirements of the TCA/Cox Agreement. We hope you will find the prospect of the TCA/Cox merger as exciting as we do. Please keep in mind that even after the transaction is completed, the franchise will continue to be held by the same franchisee, and there will be no change in local management. The franchisee will continue to be bound by all of the terms and conditions of its franchise agreement with you, and the only change will be that the franchise will have a new parent. We would be happy to discuss the proposed transfer in more detail and to answer any questions you may have. Please feel free to contact me at (501)751-2000 or our general counsel, Jeff Brown at (903)579-3183; or the individual at Cox listed in the enclosed Form 394. We would appreciate, however, that if you respond in writing to this submission, please forward a copy of your correspondence to both our general counsel and me. We look forward to continuing to serve the cable needs of your. community. a SECTION 7.II FRANCHISE TRANSFER No rights or obligations of the Grantee pursuant to this Franchise or in the Broadband Telecommunications Network shall be assigned, transferred, pledged, leased, sublet, or mortgaged in any manner, in whole or in part, to any person, nor shall title thereto, either legal or equitable, or any right of interest therein, pass to or vest in any person, nor shall any change in control of the Grantee occur, either by act of the Grantee, by operation of law, or otherwise, without the prior consent of the Board; such consent not to be unreasonably withheld. Any such action completed without the prior consent of the Board shall be null and void. The grant or waiver of any one or more of such consents shall not render unnecessary any subsequent consent or consents, nor shall the grant of any such consent constitute a waiver of any other rights of the City. In the event that the Grantee shall desire to transfer or assign the franchise or any of the rights, privileges, or immunities contained therein, to any existing operator of a telecommunications network, in the City, the Board expressly reserves the right to disapprove such transfer or assignment on any grounds stated elsewhere herein, and also the Board may consider the impact which said transfer would have upon the availability of modern cable communications facilities to sub- scribers generally within the City, as well as the impact of such transfer would have upon competition. -28- The Grantee shall promptly notify the City Manager of any proposed action requiring the consent of the Board pursuant to this section, by submitting to the City Manager, with a copy to the City Attorney, a petition requesting the approval of the Board. The petition shall fully describe the proposed action and shall be accompanied by a justification for the action and such additional supporting information as the City Manager, the Board, or the City Attorney may require in order to review and evaluate the proposed action. Upon review of the petition, the City Manager shall submit the petition to the Board together with a recommendation for action on the petition. After receipt of the petition for consent, the Board shall schedule a public hearing on the petition.' For the purpose of determining whether it shall grant its consent, the Board may inquire into: (i) the qualifications of each person involved; and (ii) all matters relevant to whether said person will adhere to all applicable provisions of this Franchise, and (iii) all other relevant matters. The Grantee shall provide all requested assistance to the Board in connection with any such inquiry and, as appropriate, shall secure the cooperation and assistance of all persons involved in said action. If the Board does not act upon the transfer within (90) days of the date cf the Grantee's notification to the City Manager, the transfer shall be deemed to have been approved. N -29- As a condition to the granting of any consent required hereby, the Board may require that each person involved shall execute an agreement, in a form and containing such conditions as may be specified by the Board, providing that said person assumes and agrees to be bound by all applicable provisions of this ordinance. The execution of said agreement by said person shall in no way relieve the Grantee or any other transferor involved in any action described herein, of its obligations under this ordinance without the consent of the Board. Nothing in this section shall be deemed to prohibit any assignment, pledge, lease, sublease, mortgage, or other transfer of all or any part of the Broadband Telecommunications Network, or any right or interest therein, for financing purposes, provided that each such assignment, pledge, lease, sublease, mortgage, or other transfer shall be subject and subordinate to the rights of the City pursuant to this Franchise and other applicable law. The restrictions against assignment and transfers shall not apply when the assignment or transfer is to an entity under the same ultimate control as the Grantee. SECTION :iIII FRANCHISE RENEWAL Subject to Section 626 of the Cable Act, the City reserves the absolute right to grant or refuse to grant any renewal of the franchise following the expiration of the initial term of the -30- Exhibit 6 FCC Form 394 Date: June 14, 1999 Section IV Technical Qualifications - Corporate Personnel Cox Communications, Inc.'s Corporate Engineering Department consists of 120 people who reside in Atlanta. The Department is organized to provide assistance to our cable systems in all areas of technology including: Hybrid Fiber Coax (HFC) design, construction, and operation; wireline telephony (business and residential); high speed data services (business and residential); digital TV; and purchasing/materials management. The Corporate Engineering management team consists of seven senior individuals whose combined experience includes 175 years in their respective areas of technological focus as well as 84 years with Cox Communications, Inc. This group of engineers sets the overall strategic technical direction for the cable division plus management of work teams offering specific subject matter expertise in each of the technical disciplines stated above. Reporting to the above group are 17 engineering/operations/materials management professionals who respond to the needs of the operating systems. This group collectively has: 146 years of HFC experience, 74 years of telephony experience, 39 years of data services experience, and 45 years of materials management experience as well as 142 years of service with Cox Communications, Inc. For the past 10 years, we have aggressively upgraded our networks by deploying more than 9,000 route miles of fiber optic cable and installing state of the art amplifier technology. These network upgrades have allowed Cox to make good on the promise of delivery of new services through their broadband infrastructure. Adhering to our present schedule, more than 95% of our system miles (60,000) will offer 550 MHz of bandwidth or greater by the end of the year 2000 and fiber will be deployed down to serving areas averaging approximately 800 homes. 4 1 • ' •f ,j• •'Y . • t .. N Exhibit 6 FCC Form 394 Date: June 14, 1999 Transferee's Technical Qualifications Cable Systems Currently Owned/Operated • Corporate Personnel Local System Management Exhibit 6 FCC Form 394 Date: June 14, 1999 Section IV Technical Qualifications - Local System Management Local System Management The existing personnel, including Mr. Fred R. Nichols, Chairman, Chief Executive Officer and President of TCA Cable TV, Inc. will continue in their present positions upon finalization of the acquisition by Cox. This organization will report directly to Mr. James O. Robbins, President and Chief Executive Officer of Cox Communications, Inc. Mr. Robbins is located in Atlanta and in addition to the TCA Cable TV system acquisition is responsible for all of Cox Communications cable systems. As in any ongoing organization, Cox will continuously evaluate all of its personnel and may make changes where necessary. FAYETTEVILLE THE CITY OF FAYETTEVILLE, ARKANSAS DEPARTMENTAL CORRESPONDENCE To: Jerry Rose, City Attorney From: Heather Woodruff, City Clerk Date: July 26, 1999 Attached is a copy of the ordinance approving transfer of control of cable television franchise from TCA Cable to Cox Classic Cable for your records. The original will be microfilmed and filed with the City Clerk cc. Marvin Hilton, Cable Administrator