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Home My WebLink About1999 09_Reorganization of Cox Communications_1999.12.21A RESOLUTION OF THE CITY OF OWASSO, OKLAHOMA APPROVING THE MERGER OF THE PERMIT HOLDER AND SUBSEQUENT CHANGE IN OWNERSHIP OF THE PERMIT HOLDER. WHEREAS, Tulsa Cable Television, Inc. ("Permit Holder") owns, operates, and maintains a cable television system (the "System") in City of Owasso, Oklahoma (the "City"), and is the duly authorized holder of a permit, license or other authorization (as amended to date, the "Permit"); and WHEREAS, Cox Teleport Partners, Inc. ("Cox") and certain affiliates of Permit Holder have entered into an Agreement and Plan of Reorganization dated as of July 6, 1999 (the "Reorganization Agreement"), pursuant to which the following transactions will occur (collectively, the "Transactions"): (1) There will be an internal reorganization among AT&T Corp.'s ( "AT &T") subsidiaries whereby, through one or more internal transactions, the Penult Holder will be merged with and into Communications Central II, Inc. ("New Permit Holder"), which will be a direct wholly - owned subsidiary of AT&T Corp. when the AT&T internal reorganization is complete and (2) following the AT&T internal reorganization, Cox will acquire 100% of the stock of the New Permit Holder; and WHEREAS, Permit Holder and Cox have requested consent by the City to the Transactions in accordance with the requirements of the Penult and have filed an FCC Form 394 with the City. ROW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY Oj OWASSO, OKLAHOMA AS FOLLOWS: SECTION 1. The City hereby consents to the Transactions, all in accordance with the terms of the Permit. SECTION 2, The City confirms that (a) the Permit was properly granted or transferred to Permit Holder, (b) the Permit represents the entire understanding of the parties and Pen-nit Holder has no obligations to the City other than those specifically stated in the Permit, and (c) Permit Holder is materially in compliance with the provisions of the Permit and there exists no fact or circumstance known to the City which constitutes or which, with the passage of time or the giving of notice or both, would constitute a material default or breach under the Permit or would allow the City to cancel or terminate the rights thereunder, except upon the expiration of the full term of the Permit. SECTION 3. Following the Transactions, the permit holder may transfer the System and/or the Permit, or control related thereto, to any entity controlling, controlled by, or under common control with Cox. SECTION 4. The City hereby consents to and approves the assignment, mortgage, pledge, or other encumbrance, if any, of the Permit, the System, or assets relating thereto, as collateral for a loan. SECTION 5. This Resolution shall be deemed effective for purposes of the Transactions upon the consummation of the transactions contemplated by the Reorganization Agreement (the "Closing"). Effective as of the Closing, the City releases Permit Holder and its affiliates from all obligations and liabilities with respect to the Pen-nit that relate to the period from and after the Closing; provided, that New Permit Holder shall be responsible for all such obligations and liabilities that relate to the period from and after the Closing. SECTION 6. This Resolution shall have the force of a continuing agreement with Permit Holder and Cox, and the City shall not amend or otherwise alter this Resolution without the consent of Permit Holder and Cox. C:\W1ND0WS\TEN1P\0WAS0RES.D0C - I - mij t kf� TETm .i Clerk , City Attorney C:AWINDOWS \TEMP \OWASORES.DOC f Mark Wilken, Mayor - 2 - TO: THE HONORABLE MAYOR AND COUNCIL CITY OF OWASSO FROM: TIMOTHY ROONEY ASSISTANT CITY MANAGEIN, SUBJECT: RESOLUTION NO. 99-09 PROVIDING FOR THE CONSENT OF THE TRANSFER OF THE CABLE TELEVISION PERMIT HOLDER DATE: December 16, 1999 BACKGROUND: The City of Owasso was notified on November 18, 1999 that TCI Cable Vision of Tulsa, Inc has entered into a planned reorganization agreement which will result in the transfer of the local cable television permit for the City of Owasso and the subsequent change of ownership of the new permit holder. TCI is an indirect subsidiary of AT&T and initially there will be an internal reorganization among AT&T's subsidiaries whereby, through one or more internal transactions, Tulsa Cable will be merged into Communications Central 11, Inc., which will be a direct wholly-owned subsidiary of AT&T when the AT&T internal reorganization is complete. Second, Cox Telport Partners, Inc. will acquire 100% of the stock of the new permit holder, Communications Central 11, Inc, through Cox's acquisition of the stock of the new permit holder. While the City of Owasso's consent for the acquisition by Cox of the ownership of Communications Central 11, Inc., is not necessary, Tulsa Cable Television is requesting the consent of the City of Owasso because the consent is required for the AT&T internal reorganization. A letter outlining the above transaction from Mr. Rick Comfort of Tulsa Cable Television is attached for your information and review. A copy of FCC Form 394, which contains information necessary to establish the technical, legal and financial qualifications of Cox Teleport partners, Inc., will be available Tuesday evening for your review. A copy of Resolution 99-09 is attached for your information and review. Mr. Cates has reviewed this item for both the City of Owasso and the City of Sand Springs and has no concerns with Council adoption of Resolution 99-09. There will be no change in existing cable rates as a result of the passage of this resolution. RECOMMENDATION: Staff recommends Council al)proval of Resolution 99-09. ATTACHMENTS: 1. Letter from Mr. Rick Comfort of Tulsa Cable Television, Inc. 2. Resolution 99-09 M TCI Cablevision of Tulsa, Inc. 8421 East 61st Street, Suite U Tulsa, OK 74133 I . I I j U 1 0 112 1 7'"Me =F1 City of Owasso 207 S. Cedar Owasso, OK 74055 This letter is to officially notify you of certain transactions involving your local cable television operator, Tulsa Cable Television, Inc. C'Tulsa Cable'7, an indirect subsidiary of AT&T Corp. Cox Teleport Partners, Inc. ("Cox' and certain affiliates of Tulsa Cable have entered into an agreement (the "Reorganization Agreement', which will result in the transfer of the permit for your community and a subsequent change of ownership of the new permit holder. The Reorganization Agreement provides for two separate transactions. First, there will be an internal reorganization among AT&T's subsidiaries whereby, through one or more internal transactions, Tulsa Cable will be merged with and into Communications Central II, Inc., which will be a direct wholly-owned subsidiary of AT&T when the AT&T internal reorganization is complete. Second, following the AT&T internal reorganization, Cox will acquire 100% of the stock of Communications Central II, Inc., the new permit holder. Therefore, first the permit holder will be merged with a subsidiary of AT&T, and then Cox will acquire control of the new permit holder, Communications Central II, Inc., through Cox's acquisition of the stock of the new permit holder. We respectfully request your consent to the AT&T internal reorganization pursuant to the permit. While your consent is not required to the subsequent acquisition by Cox of the ownership of Communications Central II, Inc., we are asking for such consent as a matter of courtesy given that consent is required for the AT&T internal reorganization. Accompanying this letter are one original and two copies of FCC Form 394 relating to the AT&T internal reorganization, as well as an original and two copies of FCC Form 394 relating to Cox's parent, Cox Communications, Inc., which contains the information necessary to establish the technical, legal and financial qualifications of Cox. Cox Communications, Inc. is the 4th largest multiple system cable operator with approximately five million subscribers. Cox Communications, Inc. is a full-service provider of telecommunications products and offers an array of video and telecommunications services to its customers. Cox Communications, Inc. already owns multiple systems throughout Oklahoma, which should enhance its relationship with community leaders, governmental officials, and franchising authorities. We believe AT&T's system will fit well into Cox Communications, Inc.'s concentrated cluster in Oklahoma and will provide it with the ability to provide better service to your community.