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RESOLUTION NO. 4550
A RESOLUTION CONSENTING TO AT &T ACQUIItING
CONTROL OF TCI, SUBJECT TO SPECIFIC CONDITIONS.
The City Council of the City of Eugene finds that:
A. The City Council granted TCI Cablevision of Oregon, Inc. a non - exclusive franchise
to operate a cable television system in the City of Eugene on May 13, 1991. Lane County, and the
City of Springfield have identical franchise agreements with TCI'Cablevision of Oregon, Inc.
B. On September 2, 1995, TCI Cablevision of Oregon, Inc. gave notice to the cities of
Eugene and Springfield, and to Lane County, of a proposed change in control that would result from
a merger between Tele- Communications, Inc. (TCI), the local franchisee's parent, and AT &T Corp.
(AT &T), and requested that the City consent to the transfer of control.
C. As provided in the franchise agreement, on September 25, 1995 the City requested
that the Metropolitan Policy Committee (MPQ initiate an inquiry into the proposed merger of TCI
and AT &T. IVIPC initiated such an inquiry, the respective jurisdictions forwarded a request for
information to TCI Cablevision of Oregon, Inc., and AT &T has responded by letter dated November
25 1995 from Richard E. Thayer to Milo Mecham, Lane Council of Governments.
D. At the present time both TCI and AT &T have raised a legal challenge to City
Ordinance 20053, and are in non - compliance with that ordinance. Consent to the proposed merger
is in reliance on AT &T's responses to MPC's inquiry and is conditioned upon TCI and AT &T
agreeing to promptly cure the non - compliance with Ordinance 20053 if the City ultimately prevails
in the pending litigation.
NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EUGENE, a
Municipal Corporation of the State of Oregon, as follows:
Section 1 . That the City of Eugene hereby grants its consent to permit AT &T to acquire
control of TCI Cablevision of Oregon, Inc., through the merger of TCI and AT &T as set forth in the
September 2, 1995 notice from TCI Cablevision of Oregon, Inc., a copy of which is attached hereto
as Exhibit A, subject to the following conditions:
1.1 That if the City of Eugene ultimately prevails in the legal challenges to
Ordinance No. 20053 filed by TCI and AT &T which are now pending, TCI and AT &T, who
are now in non - compliance with that Ordinance, will promptly cure such non - compliance,
Resolution - 1
including, but not limited to, the filing of all required forms and payment of all sums due,
including penalties and interest not prohibited by the judgment, except to the extent that a
portion of the ordinance has been declared invalid; and provided that nothing in this resolution
shall be deemed to consent to AT &T's or TCI's current noncompliance with ordinance
20083 or to waive or limit any power the City has to enforce the provisions of ordinance
20083 now or in the future.
1.2 That AT &T as the ultimate parent of the franchisee TCI Cablevision of
Oregon, Inc., will not cause the franchisee to increase the rates of its customers in the City
of Eugene for the purpose of paying for AT &T's purchase of TCI.
1.3 That TCI Cablevision of Oregon, Inc. comply with all valid local laws, and
acknowledge that refusing to so comply is a violation of the franchise.
1.4 That there be no negative impact on any scheduled upgrades or rebuilds as a
result of the merger.
1.5 That the City's consent to the transfer and merger shall not be construed to
constitute a waiver or release of any rights the City has under the franchise, whether those
rights arise before or after the transfer of control from TCI to AT &T.
1.6 That AT &T provide to the City a binding statement that acknowledges the
existing franchise, that it will cause the franchisee TCI Cablevision of Oregon, Inc. to comply
with its terms and provisions, and agreeing that neither AT &T nor any of its subsidiaries or
affiliates will cause the franchisee to breach or violate the franchise.
1.7 That AT &T comply with the commitments made in its letter dated November
25, 1998 from Richard E. Thayer to Milo Mecham, a copy of which is attached hereto as
Exhibit B, and shall cause TCI and any affiliates of AT &T or TCI to comply with those
commitments.
The foregoing Resolution adopted the 9th day of December, 1998,
City Recorder
Resolution - 2
' EXHI A
r
MIKE WHITE
TC I
General Manager
September 2, 1998
• f
4
City of Eug ene , : L `
Jim Johnson. City Manage,. ,
777 Pearl Street '
Eugene, OR 9,7401 .
R e: , TO MERGER wITI3 A � &'I' x
Request for Consent to Change of Control
Dear Nor. Johnson:
�As I informed you in previous- correspondence, Tele- Cor'irirnL"nlcations, Inc. (TCI), the
ultimate . arent cq oration of 'our cable i��anchisee has announced -its intentiot�Y to mer .e with
P rP y Y . . ti g
. AT &T. We are writi to p rovide y ou with additional information re ardin tlis ; "mer er atd. ` to
1 g P y g 9
z formally{ request any consent that may be regt�ired..by the franchise or._applicable =law:
5
Both TCI and AT &T are e. about the merger, which - we believe will have .significant
- benefits to- ouk cus tomers. With the combined expertise and initiative of TCI and. 'AT&.T ` we
lib e' to ?offer an expanded choice of and services to our customers.
P. P ' roducis
.Under the terrn.s of the merger-. agreement, AT&T will become ,the parent company o.
TCI. TCI will continue to exist as a : orporation and a wholly ow' ned.subsidiary of AT&T. All of =
the cable televiSdon franchises held b y TCI e-tt*des will •continue to' h eld-b y thos6 entities. Our
y ...y r Y y
, "records inddeat�� that our franchise with ytri:° May rquire tai t he obtain vour consent to this
change of conts The lne= Qer wiil not i� a transfer' of �e y f.an. hire. The current cable
franchisee mril.l .continue to hold�the � wid local tb.anageriient end ;employees of TQI will
remain 'n place. The niercrerL will, however, result in a new parenz_;'company for TCI and
indirectly, for y our cable franchisee.
, To pra ::id.e you with all informatio:i necessary to grant the consent we seek_ ,,, we are
including tluec t<ouies of the Federal Communications' Comnussion's 394.
- According try :he FCC. the Form 394 is ' designed to provide a fianchising authority with the
�j.nforrria6on nevessa_ry t10 assess the financial,, legal and technical qualifications of the proposed
new cantrolAli ig i:ity. l�s �&-I of that Form., you are rece141ng' a copy of the merger agreement,
5
TCI of Oregon :. 2097 Chad Drive
Eugene, Oregon 97408
X54 7 } 484 -3500
575 31 -3655
Email:.
A- c......, r•,___ ._
tZ* /03/98 14:45 L 541 682 40.99 LCOG PSB 002
EXHIBIT B
LANE OLINC!L *OF
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DEC 3 1998 t
{ AT&T
Richard E. - y - - � � -Room• 1575•. w •
Chief Commercial Counsel 1 875 Lawrence Street
Denver CO 80202
• r 303 298 -6495
.November 25,'1998
Milo :Mecham
L of Goveminents
12 5 East- Eighth Ave nue
"ne, 0 r 9
Pf
..
Dear Mr. Mecham:
Thank you for your letter of Nov 1-7, received• -•by• us on November 19, 1998.• The
inforna.ation,iyou.have re'questedr rs provided'below. _ F
.ti`s ' f ! - . -• � ' t � 1 : i #'• r •�, � :,, �'r .] '� r•t... r• -r' -
I" As a= telimmar matter," `l ase let rrre. con n�eht general lv on the ro1kianslif' "AT &T wi•11 have ''
with the Eug ene,•Spruagid ld; , and Lane County••franchises. AS you '' know, vie acre no teseelang
coiisent to= tfansfer••t-fio'se'ifrariohises_: to AT_ &T. G ut-reque'st,.retates - obly to a change of control
of the frnchi 'sees' ulturiate parent� n'1
corporatio, e1e- o ai
murncattons, tnc: "TAP' }. Under
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th_ e. terms of the merger agreement; AT &T : wi 11 �Secome the parent company of TAI, which
• • •_ � r •. . .. :. �.: •+ - ,r '.' _ r.� � ' � a .. - ti••� . ,, _= .• , -
wilX cvntuiue to exi as `a corporation and a wholly owned subsi'dlary of AT &T: TC1
Cablevision of Greg_ on, Inc. will continue to hpld,the Eugene, Springfield,—aiid Lane County
• 1 o e te under its cure nt • local management-, T We Inc
&�S w ill ra " e CI West .will continue
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to be the guarantor of the franchise obligations: I emphasize .these points .because, some of
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your questions imply an involvement by AT &T "m` the management of the .Eugene,
Springfield and Lame County franchises which 'Will not occur.
-4
Tura. to your uestions:
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1. Does the new contfoling' entity intend to alter the current ongoing improvements to
the- tWe' •systenri? If so, what are . ne proposed controlling party's intentions with rogard to
►° - .. '
timin monetary investilent andlor technical ca aGi ` 9 ' ..
r
Answer: AT &T does not have any plans to alter ongoing unprovemeuts. AT &T has
coiifiixined; its commitmentjo honor- all terms.•and conditions of the franchise' agreements,
In
Lacluding rneetulg' co ' iitnierits tlie• timelines y(lu'have discuss with local management,
As you kI1 6w; 'TCI Cabf0ist4on o f ter egpa; Inc: has' u� tdertaken an upgrade o•f the local •cattle
t
system � i 1 roce dim e l `1`lie u • a.de to' m n mum capacity of a 7
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14:47 'ra541 682 4099
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.1%filo Mecharri
Nov6mbe'
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. LCb G P S B
-no unp C S' ane r Sprin
systems. as'to.-,.have- act, on `616 rate 'in the L Count Eu
s Fiiiall AT&T and TCI can'±confmn that :TCI Qablevision .of . Ore g on, .Inc. will not
Ir
be an obli fdfai that ma incurred to M ett this cash fundinP','r'e',q'uirement and -no
assets of the cable s in Lane Coun Eu or.,Sprin will tie encumbered as a
result of an such financin
5. The 'discl documents . revealed -that TCI and Falcon have eng a g ed in ne
Jeddin to tfii transfer of franchises fro TCI to a Falcon partner ( Ha' ve there�-b`enan
discussions" With Falcon, or are. an discuss ions contemplated that would "M*Volve air -exchan
M* the Eu S p ri n g field area?
of subscribers rin and Lane Co
Answer: Ther'e,"a-r&e'iib-p-l-an�s"-c�o'h-te—ifip a n an-9fe"for Vi6o
S' ri-fi or Lane.Count area at this ti m e* .
P
6. In the, .summar statement's ori provide d after the announced mer TCI -and
AT&T indi6ited a will ess to compl ,with all local,,'kate and federal laws. TCI of Ore g on
ith a la"wfall e f the Cit of
and AT&T heave chosen to not comp w y e nacted ordirianc e.
Eu W hile that ordinance is bein challen ificouil. Will the proposed new,:control lin
entit altenthat polic in an wa Ar6 there examples, fro M" o areas where the`propos6d
controllin entit has complied with la ordinance or laws despite a polic
disa concemin such laws?
Answer: AT&T and TCI have - alwa y s confirmed that the will compl with all
applicable and lawful local, state and federal laws. With re to the Eu ordinance i
q uestion ; we respectfiffl do not a that it was lawfull AT&T and TCI- tiave
i this_;ordiriance, but have instead filed lawsuits askin the, court, to declar i ts invalidit
Th lawsuits are a result of our conViction that the Cit ordindn`c'e is ille Aild- invalid' wider
federal and., s tate - laws', and the federal and state con stitutions, and is void ab..initio. We
respectfulVsWe that this is not a 1polic disa Of course,,we will abide b an
feral and, T'lonappealdble judicial resolution.
P ftust the p'recedm responsive veto y ourre q uest.. Your prim ar y contact re all
franchise m atters remains MA6. White, (541) 431-3500. 'Should y ou have further q uestions
for me, please feel 'free to call, ' (303)298-6495.
Richard E. Tha
cc Glon'a
Mike"'White
Debbie Luppold
3
C 0 C)
- f1l; -
of en
Lane G overn m
125 East Ei Aven Eu Ore 97401 (541) q82-426Q• --Tcu: (541)-:6V.-4099 TFY: (541).682-4567
November 17 1998
4
Mike White Gloria M. Cr`a
TCI of Orp TCI of Ore
2897 Cha&Drive 3500 SM. -Bond
.
Eu OR 97408' Portland, OR . 97201
Dear and Glbria:
f preliminar discussions 'review
.7hi letter' is 'a ollow-up to. several oris co the
b thd'City of Eu the..-Cit of Sprin abd Lane, Count the proposed, transfer
of control of TCI Cablevision of Ore to- AT&T.- In those ' '-pre'lin'u*nar-' y o u
re that d. written, list of issues be provided to y ou so that- y ou mi more full
respond to t1i6 issues .-raised in the preliminar discussions. -
The franchise provides t hat an in ma -be maded "th qu alifications of the
P )&ti ve. con trollih part -To make a deterini -nation concernin the q ualifications of
ros
the prospective c- ofitrollin part would-4ike answgr assurances with rep to the
n mat �r/M owi e ���bf these thatter's" foil t rs`.1,- th6'answer or assurance oii take, the" form
in the, pros -e ollin part —
of a written statement from 'a P erson prosp AT&T —,with
authozit ' y to- c6nunit e proposed, controllin piun
I Does the ne
intend to. alter the c ffent'ohkbin Improvements
controllin entit' inte'
w contr( � U
.to•the -cable. s what are the-p controllin part intentions with
"
re to`dmiri monetar investmeift'airid/or tech capaci t
2. What -policies o expectations will the proposed co entit ha with
re to theektension of service into currentl un'served areas within TCI's.,service area.
While all areas are of concerti, the response should include areas within .the do
core of Eu and Sprin
3. Does AT&T, includin all subsidiar companies, intend to-offer an services
based on or usin the cable facilities (fiber optic, coaxial cable., switchin sy stems, and
transmittin and • r"eceiVin" si via microwave. and other' methods} 'ow TCI of
Ore If so.. what. additional services? To whom will- "Such services be offered? 'What,
if an y , modifications of e-xistin TC1 e will be r'e' When -'are such
services to be put in place in the Eu area?
4. T sum doc.urnents indicate that-TCI will be borrowin funds to
assist the transfer of - control. What is the total amount of ex'pected debt to be inc6'rr'dd b
AT &T, TCI, and other, affiliated entities in co of the transaction!. How will this
'Source o
the of expected
debt be apportioned? What securit will be used. What is
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