Res 92-047RESOLUTION NO. 92-047
A RESOLUTION OF THE CITY OF POWAY,
CALIFORNIA APPROVING A CABLE TELEVISION
FRANCHISE TRANSFER FROM SOUTHWESTERN CABLE
TV TO TIME WARNER ENTERTAINMENT COMPANY, L.P. (TWE)
WHEREAS, Southwestern Cable TV (the "Franchisee") is the
holder of a cable television franchise (the "Franchise") for the
City of Poway (the "City"); and
WHEREAS, the Franchisee is a division of American Television
and Communications Corporation ("ATC"); and
WHEREAS, ATC is a majority owned subsidiary of Time Warner,
Inc. ("Time Warner"), a widely held New York Stock Exchange
company, which intends to create a new limited partnership entity
comprised of the business and assets of its filmed entertainment,
programming, and cable divisions, which entity shall be known as
Time Warner Entertainment Company, L.P. ("TWE"); and
WHEREAS, Time Warner will retain majority ownership as well
as operating and management control of TWE and will operate TWE
as a controlled subsidiary of Time Warner employing the assets of
ATC, including the Franchise and the Franchisee, and the assets
of Warner Cable, Lorimar Telepictures, HBO, and Warner Bros.; and
WHEREAS, Time Warner intends to offer minority limited
partnership interests in TWE to strategic partners in TWE,
including Toshiba Corporation and C. Itoh & Co. Ltd. (The above
described scenario shall collectively be referred to as the
"Transaction"); and
WHEREAS, ATC will continue to exist as a general partner of
TWE with the existing management structure remaining at both the
local and corporate levels and no change is anticipated in the
manner in which the business and operations of the Franchisee are
conducted; and
WHEREAS, the Franchisee will continue to be the grantee of
the Franchisee as an operating division of TWE and will continue
to operate under the Franchise; and
WHEREAS, the Transaction constitutes a franchise transfer
pursuant to Section 5.60.045 of the Poway Municipal Code and a
change in ownership and/or control within the meaning of Section
5.60.050 of the Poway Municipal Code; and
WHEREAS, consent of the City is required prior to
consummation of the Transaction described above; and
WHEREAS, the Franchisee has, in writing, requested the
consent of the City to the Transaction; and
WHEREAS, the City has reviewed the application of the
Franchisee and has determined that it would be in the public
interest, pursuant to the criteria specified in Sections 5.60.045
and 5.60.050 of the Poway Municipal Code to approve said
Transaction.
Resolution No. 92-047
Page 2
NOW, THEREFORE, the City Council of the City of Poway does
hereby resolve as follows:
Section 1
The Transaction, which is more fully described in the preamble to
this Resolution and which constitutes both a franchise transfer
from the Franchisee to TWE and a change in ownership of the
Franchisee is hereby conditionally approved subject to the terms
and conditions specified in Section 2.
Section 2
The approvals contained in Section 1 hereof are conditioned upon
the fulfillment of the following conditions by the Franchisee
and/or TWE within thirty (30) days of the closing of this
Transaction.
The delivery of a written unconditional consent and
acceptance of the terms and conditions of this
Resolution and the Franchise by TWE in a form to be
prior approved by the City Attorney or his designee.
An agreement executed by an authorized representative
of TWE, in a form to be prior approved by the City
Attorney or his designee, promising and warranting that
the operational control and management of the
Franchisee will be maintained by Time Warner and that
said operational control and management will not be
transferred or assigned to any other party without
prior written approval of the City.
Unless said agreements are delivered to the City within
thirty (30) days of the closing of the Transaction,
this Resolution, and the consents and approvals
contained therein, shall be expired and become null and
void as if never given.
Section 3
The consents and approvals contained herein are hereby expressed
to be the minimum consents and approvals necessary pursuant to
Sections 5.60.045 and 5.60.050 of the Poway Municipal Code, and
by accepting the consents and approvals, the Franchisee or TWE
agree that they shall not utilize the adoption of this
Resolution, or the consents and approvals contained herein, as
the basis, evidence of, or justification for a subsequent
discretionary approval of the City including, but not limited to,
an application or request for a rate increase of any kind or
subsequent franchise transfer and/or change in ownership or
control of the franchise.
Resolution No. 92-047
Page 3
APPROVED, PASSED AND ADOPTED by the city Council of the City
of Poway, California, this 31st day of Ma~h 1992.
ATTEST:
Marjor~K. Wahlsten, City Clerk
STATE OF CALIFORNIA )
) SS.
COUNTY OF SAN DIEGO )
I, Marjorie K. Wahlsten, City Clerk of the City of Poway, do
hereby certify that the foregoing Resolution, No. 92-047 , was
duly adopted by the City Council at a meeting of said city
Council held on the 31st day of March, 1992, and that it was so
adopted by the following vote:
AYES: EMERY, HIGGINSON, MCINTYRE, SNESKO, GOLDSMITH
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
Marj . Wahlsten, City Clerk