HomeMy WebLinkAboutRES 98-312 RESOLUTION NO. 2f—,31
BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF BEAUMONT:
WHEREAS, TCI Cablevision of Texas, Inc. ("Franchisee") has requested that the
City grant its consent for the cable television franchise granted by the City of Beaumont,
Texas (the "Franchise") to be transferred to Texas Cable Partners, L.P. ("Texas Cable"),
as more fully described in Exhibit "A" attached hereto (the "Transfer"); and
WHEREAS, the Franchisee has requested that the City grant its consent for the
change of control of Tele-Communications, Inc. ("TCI") pursuant to a merger agreement
between TCI and AT&T (the "TCI Change of Control"); and
WHEREAS, the City Council deems it in the public's interest to permit the Transfer
and the TCI Change of Control;
NOW, THEREFORE, BE IT RESOLVED BY THE
CITY COUNCIL OF THE CITY OF BEAUMONT:
THAT the facts and opinions in the preamble are true and correct; and
THAT the Transfer of the Franchise from Franchisee to Texas Cable and the TCI
Change of Control are hereby approved; and
THAT this resolution shall become effective upon the date of the closing of the
transactions as described in Exhibit "A" and upon the acceptance of the Franchise by
Texas Cable, including the assumption by Texas Partners of all obligation of Franchisee
relating to the Franchise.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the lg .t6 day of
1998.
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W X IkWa yor -
!i Pro Tem
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ATTEST:
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4&t City Secretary
APPROVED, AGREED TO, AND OBLIGATIONS ASSUMED:
TEXAS CABLE PARTNERS, L.P.
By: TCI Texas Cable, Inc., By: TWE-A/N Texas Cable Partners
as its general partner General Partner LLC, as its
general partner
By: By.
Name: Name:
Title: Title:
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 14tWl day of
1998.
ayor -
Pro Tem
ATTEST:
City Secretary
APPROVED, AGREED TO, AND OBLIGATIONS ASSUMED:
TEXAS CABLE PARTNERS, L.P.
By: TCI Texas Cable, Inc., By: TWE-A/N Texas Cable Partners
as its general partner General Partner LLC, as its
general partner
By: By: �IIP.0-e-- yI •�J�C—
Name: ste hen M. Brett Name: Hole Al Co �
Title: Vice President Title:
EXHIBIT A TO TRANSFER RESOLUTION OF THE CITY OF BEAUMONT,TX
Description of Transfer of Franchise from TCI Cablevision of Texas, Inc. to Texas Cable Partners, L.P.
Affiliates of Time Warner and affiliates of TCI Cablevision of Texas, Inc. (the"TCI Affiliates")entered into a
Contribution Agreement dated as of June 23, 1998 with Texas Cable Partners,L.P. ("Texas Cable") which provides
for the transfer of the franchise to Texas Cable.
For purposes of this resolution,the transfer of the franchise includes any necessary transfers of the cable television
system and the Franchise through one or more affiliates of TCI Cablevision of Texas, Inc.
TCI Change of Control
On June 23, 1998,AT&T Corp.,an affiliate of AT&T Corp and Tele-Communications,Inc.,the ultimate parent
entity of the TCI Affiliates,entered into an Agreement and Plan of Restructuring and Merger,which provides for
AT&T Corp.acquiring control of Tele-Communications,Inc. The closing of the AT&T merger will result in a
change of control over the ultimate parent of the TCI Affiliates.
Structure Chart
A chart showing the ownership structure of Texas Cable after the completion of the AT&T merger is attached to this
Exhibit A.
EXHIBIT "A"
OWNERSHIP OF TEXAS CABLE PARTNERS, L.P.
AT&T CORP.
Acquisition Pending
i
TELE-COMMUNICATIONS, INC. TIME WARNER INC.
(a Delaware corporation) (a Delaware corporation)
100% I
i
TCI Communications, Inc. Time Warner Entertainment Company, L.P.
(a Delaware corporation) (a Delaware limited partnership approximately
75% owned by TW affiliates)
I � I
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i � I
TCI Texas Cable TCI Texas Time Warner Entertainment --
Holdings LLC Cable, Inc. Advance/Newhouse Partnership
(a Colorado limited (a Colorado (a New York general partnership two-thirds
liability company) corporation) owned by TWE and one-third owned by
Advance/Newhouse Partnership)
100%
49.5% Limited 0.5% TWE-A/N Texas
Partnership General Cable Partners 49.5% Limited
Interest Partnership General Partner LLC partnership Interest
Interest (a Delaware limited
liability company)
0.5% General
Partnership Interest
TEXAS CABLE PARTNERS, L.P.
(a Delaware limited partnership)