HomeMy Public PortalAboutOrd. 1440 (2)CITY OF LYNWOOD
LOS ANGELES COUNTY, CALIFORNIA -
ORDINANCE NO. 1440
AN ORDINANCE - OF THE CITY OF LYNWOOD APPROVING
THE MERGER BETWEEN CONTINENTAL CABLEVISION,
INC. AND U S WEST, INC. AND CONSENTING TO THE -
ASSIGNMENT OR TRANSFER OF CONTROL OF A CABLE
TELEVISION FRANCHISE
RECITALS:
A. American Cablesystems of California, Inc., dba ---
Continental Cablevision ( "Franchisee ") is the duly authorized
holder of a franchise ( "Franchise ") that authorizes the operation
— - - - -a -nd- -ma ntenance of _ cable televia -s;l system within the City of
Lynwood ( "Franchise .Authority' .
B. On February 27, 1996, U S West, Inc., a Delaware
corporation, announced a definitive agreement to merge with
Continental Cablevision, Inc. ( "CCI "), a Delaware corporation,
the parent corporation of the Franchisee, which merger is
expected to close in the fourth quarter of 1996, subject to a
number of conditions and approvals, including approvals from
COI's shareholders and local franchising and government
authorities -
C. Upon consummation of the merger contemplated by
the Agreement and Plan of Merger, CCI will merge with U S West,
Inc or with a wholly -owned subsidiary of U S West, Inc., and the
Franchisee, under the control of U S West, Inc., or its wholly -
owned subsidiary, will continue to be bound by all existing
terms, conditions, and obligations under the Franchise previously
granted by the Franchise Authority to the Franchisee.
D In accordance with Subsection 16 -3.f of the
Lynwood Municipal Code, the Franchise Authority has the right to
aid approve LiiC f Tnancia1 ; and legal
qualifications of U S West, Inc., in connection with the proposed
merger and the resulting transfer of control of the Franchise.
E. On April 22, 1996, the Franchise Authority
received from the Franchisee an application for a transfer of
control of the existing Franchise, which application included FCC
Form 394 entitled "Application for Franchise Authority Consent to
Assignment or Transfer of Control of Cable Television Franchise."
F The staff of the Franchise Authority has reviewed
the documentation submitted by the Franchisee in connection with
FCC Form 394 and, based upon the representations set forth in
that documentation, has concluded that U S West, Inc. has the
requisite financial, technical, and legal qualifications to
adequately perform, or to ensure the performance of, all
obligations required of the Franchisee under the Franchise.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD
DOES ORDAIN AS FOLLUWS: 1.
Section 1. In accordance ;with Subsection 16-3.f of the
Lynwood Municipal Code, the Franchise Authority consents to and
approves the proposed merger between CCI and U S West, Inc. and,
upon the consummation of that merger, the transfer of control of
the Franchise to U S West, Inc., or to any wholly -owned
subsidiary of U S West, Inc., or to an entity controlled by or
under common control with U S West, Inc. U S West, Inc. must
give written notice to the Franchise Authority of the name and
state of incorporation of the corporate entity that ultimately
holds and controls the Franchise.
Section 2. The authorization, consent and approval of
the Franchise Authority to the proposed merger is conditioned
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upon compliance by the Franchisee with the following i
requirements:
1. An original or conformed copy of the written
instrument evidencing the closing and consummation of
I proposed merger must be filed in the office of the City Clerk
within sixty (60) days after that closing and consummation.
2. Franchisee will reimburse the Franchise
Authority for all costs and expenses reasonably incurred by the
Franchise Authority's staff in processing and evaluating the
information relating to the proposed merger ; provided, however,
that those costs and expenses will not exceed the sum of $1,000
and will be set forth in an itemized statement transmitted by the
Director of Public Works, or the Director's designee, to the
Franchisee within thirty (30) days after the effective date of
this Ordinance.
Section 3. This Resolution will not be amended or
otherwise altered unless prior written notice, and an opportunity
to be heard, has been given to the Franchisee and to U S West,
Inc.
Section 4. The City Clerk is directed to transmit a
certified copy of this Ordinance to Mr. Jeremy H. Stern, Vice
President of Corporate and Legal Affairs, Continental
Cablevision, Inc., 550 North Continental Boulevard, Suite 250, E1
Segundo, California 90245, and to Mr. Robert C. Fuehr, Vice
President - Public Policy, U S West Media Group, 7800 East Orchard
Road, Suite 300, Englewood, Colorado 80111.
Section 5. The City Clerk is directed to certify to
the passage and adoption of this ordinance and to cause it to be
published or posted in the manner required by law.
j Yj ,1
- - PASSED, APPROVED and ADOPTED this J ay of
1996 '
PAUL H. RICHARDS, II, MAYOR
ATTEST*
ANDREA L. HOOPER, CITY CLERK
APPROVED AS TO FORM
CITY ATTORNEY
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IL
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the Lynwood City
Council do hereby certify that the above and foregoing is a full,
true and correct copy of Ordinance No. 1440 on file in my
office and that said ordinance was adopted on the 3rd day of
September 1996, . and passed by the following vote:
AYES: COUNCILMEMBER BYRD, HEINE, HENNI REA, RICHARDS
NOES: NONE
ABSENT: NONE
City Clerk, City of Lynwood