HomeMy WebLinkAboutRES-2000-040 Resolution Transferring Control of Cable Television Franchise from Time Warner, Inc. to America Online, Inc. 19
[WITH OPEN ACCESS AND NONDISCRIMINATION PROVISIONS]
RESOLUTION NO. 00-
A RESOLUTION GRANTING THE CONSENT OF TO THE
TRANSFER OF CONTROL OF A CABLE TELEVISION FRANCHISE FROM
TIME WARNER, INC. , TO AOL TIME WARNER, INC. , AND A TRANSFER
OF CONTROL FROM MEDIA ONE GROUP, INC. , TO AT&T CORPORATION
WHEREAS, Time Warner Entertainment-Advance/Newhouse
Partnership ("TWEAN") holds a valid, non-exclusive
franchise to operate a cable television system in
North Carolina (the "Franchising Authority") ;
and
WHEREAS, TWEAN is a subsidiary of - Time Warner, Inc.
("TWI") ; and .
WHEREAS, Media One Group, Inc., ("Media One") holds a
25.51% interest in Time Warner Entertainment Company, L.P.,
("TWE") which in turn owns a 66.66% interest in TWEAK; and
WHEREAS, a wholly-owned subsidiary of AT&T Corporation
("AT&T") is acquiring all of the shares of Media One
pursuant to an Agreement and Plan of Merger dated May 6,
1999, ("Transaction No. 111) so that following closing of
the transaction, AT&T will control an approximate 17%
interest in TWEAN; and
WHEREAS, TWI and America Online, Inc. , ("AOL") have
entered into an Agreement and Plan of Merger dated January
10, 2000 ("Transaction No. 211) ; and
WHEREAS, the merger agreement will result in a stock
to stock merger ("Transaction No. 211) in which TWI and AOL
will merge with subsidiaries of a newly formed holding
company; and
WHEREAS, as a result of Transaction No. 21 both TWI
and AOL will become wholly owned subsidiaries of the new
company, AOL-Time Warner, Inc. ("AOL-TW") ; and
WHEREAS, the franchisee, TWEAN, and TWI, AOL-TW, Media
One, and AT&T, have requested the consent of the
Franchising Authority, if it determines consent is
necessary, to the aforementioned change of control and
Transaction Nos. 1 and 2; and
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PASSED, ADOPTED AND At PROVED this day of
2000.
LOCAL GOVERNMENT
By
Title:
ATTEST:
By:
Clerk
WE CONSENT TO AND ACCEPT THE TERMS AND CONDITIONS OF THIS
RESOLUTION.
DATE OF ACCEPTANCE: TIME WARNER ENTERTAINMENT
ADVANCE NEWHOUSE PARTNERSHIP
By.,
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WHEREAS, on or about February 10, 2000, TWI, as
transferor, and AOL-TW, as transferee, filed an FCC Form
394 seeking the consent of the Franchising Authority to
Transaction No-. 2; and
WHEREAS, on or about February . 18, 2000, Media One,
transferor, and AT&T, transferee, filed a Form 394 with the
Franchising Authority seeking consent to Transaction No. 1;
and
WHEREAS, the Franchising Authority has conducted a
thorough review of the legal, technical and financial
qualifications of the applicants and the transferees to own
and operate -the cable system; and
WHEREAS, the Franchising Authority has received and
reviewed the report- of its cable television consultant
concerning the legal, technical and financial
qualifications of the transferees and provided an
opportunity for public comments; and
WHEREAS, AT&T and TWI are the two largest cable
television operators in the United States and AOL is the
largest and most dominant provider of internet services;
and
WHEREAS, the Franchising Authority is concerned that
cable television operators through the use of their
broadband platforms offer a technically superior method of
: providing internet services to customers and therefore,
there is a substantial risk that Transaction Nos. 1 and. 2
may have an anti-competitive impact on the provision of
internet services and cable programming to the public; and
WHEREAS, following further review and an
investigation, the Franchising Authority has concluded that
the transferees have established that they meet the
technical, legal and financial criteria to operate the
cable system and have satisfied all criteria set forth in
and/or under all applicable or required local government
and federal documents, laws, rules and regulations,
including FCC Form 394 and contingent upon applicants
meeting all of the requirements set forth below;
NOW, THERFORE, BE IT RESOLVED that in consideration of
the foregoing and the promises set forth herein, the
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Franchising Authority and the transferees agree to the
following:
1. The Franchising Authority consents to Transaction
Nos. 1 and 2, effective immediately upon the closing of the
transactions contemplated by the agreements, provided that
said closings take place prior to July 1, 2001.
2. The Franchising Authority confirms that:
(a) the franchise held by the franchisee is
valid and in full force and effect.
(b) the franchisee will be in material
compliance with the franchise if the other
conditions set forth in , this Resolution are
met.
3. TWEAN:
(a) agrees to be bound by the franchise and
perform all duties and obligations
thereunder;
(b) represents and warrants that it is able to
provide and agrees to provide all services
required under said franchise;
(c) acknowledges and agrees that TWEAN is
subject to the regulatory authority of the
grantor as provided by state and federal
law;.
(d) agrees to cooperate fully with the
Franchising Authority and to obtain from any
governmental agency having jurisdiction, all
licenses, permits and other authority
necessary for lawful operation and
maintenance of the cable system.
4 . The past performance of TWEAK under the control
of TWI pursuant to the franchise is not waived by the
Franchising Authority consenting to this transfer and
adopting this Resolution. TWEAN and its new parent, AOL-TW
agree to be responsible for and bound by the breaches and
non-performance, if any, of TWI and its subsidiaries prior
to this transfer. The Franchising Authority may, after
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consummation of the Transaction Nos. 1 and 2, consider in
any ongoing renewal proceeding, the past performance of
TWEAK and TWI to the extent permitted under 47 U.S.C. §546,
as if it were the past performance of TWEAK and AOL-TW.
5. TWEAN and the franchise shall be subject to the
Franchising - Authority's most recently adopted cable
standard ordinance.
6. TWEAK and AOL-TW agrees that the revaluation of
the cable system assets, if any, resulting from Transaction
Nos. 1 and 2 shall not be the basis 'for any future rate
increases for any regulated cable service, including, - but
not limited to, basic cable service, equipment rentals and
installation costs.
7. This Resolution shall become effective on the
date of its passage but shall be automatically rescinded if
not accepted by TWEAN, within- thirty (30) days of passage.
8. Within thirty days following the adoption of this
Resolution, franchisee shall pay the sum of $10,000 to the
Franchising Authority to reimburse _ the Franchising
Authority for its expenses in connection with this
transfer.
9. TWEAK and AOL--TW shall provide nondiscriminatory
access to the franchisee's cable modem (digital) platform
for providers of internet, online services, and other video
and digital services, whether or not I such providers are
affiliated with TWEAK or AOL-TW.
10. TWM and• AOL-TW shall make video programming on
its cable system available to subscribers on reasonable
terms and conditions for program providers and without
discriminating among program providers based upon their
affiliation or nonaffiliation with TWEAN or AOL-TW.
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PASSED, ADOPTED AND APPRt3VED this day of
2000.
LOCAL GOVERNMENT
By:
Title:
ATTEST:
By:
Clerk
WE CONSENT TO AND ACCEPT THE TERMS AND CONDITIONS OF THIS,
RESOLUTION.
DATE OF ACCEPTANCE: TIME WARNER ENTERTAINMENT
ADVANCE NEWHOUSE PARTNERSHIP
By:
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