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HomeMy WebLinkAboutFRA1978-0134 - Other - Group W Cable, Inc. - Request for Concent to Change in Control or Ownership - 01/31/1986 CABLE Group W Cable.Inc.,A Subsidiary of WESTINGHOUSE BROADCASTING AND CABLE.INC. 15241 PACIFIC HWY.S.SEATTLE WA 98188(206)433-3433 January 31, 1986 The Honorable Dan Kelleher Mayor, City of Kent 220 Fourth Avenue S. Kent, Washington 98032 Dear Mayor Kelleher: As we have communicated previously, the stock in Group W Cable, Inc. is being sold to a group including five cable operators. Your consent to change in con- trol or ownership of Group W Cable, Inc. as a result of that sale of stock is respectfully requested. A form which recognizes that sale of stock and which specifically identifies the buyers, and all of the subsidiaries or affiliated com- panies which will be involved in the sale, is attached for your review and consi- deration. As we have also discussed previously, under the buyers' current plan, one of the buyers of the stock will have primary responsibility for the operation and management of the cable system which serves our customers and your consti- tuents. The enclosed form. also recognizes that designation and chain of respon- sibility and requests your approval of the ultimate transfer of franchise interests and.system facilities to that particular responsible group. That second request is being made now to avoid any delay in the future or confusion in the interim. As soon as you have had a chance to review this enclosure, please give me a call. If you have any questions, I will resolve them promptly. We would like to complete the formal transfer requirements as soon as possible. I am available at your convenience to discuss an appropriate schedule for that to occur without unnecessary delay. Thank you for your consideration. Sincerely yours, John W. Stevens, Jr. General Manager Draft Transfer of Control Legislation City of Kent ORDINANCE NO. AN ORDINANCE of the City of Kent, Washington, acknowledging the sale of stock of Group W Cable, Inc. to five buyers; consenting to and ratifying the transfer of franchise (granted pursuant to Ordinance 2100, and previously trans- ferred pursuant to Resolutions 918 and 965) by Group W Cable, Inc. to its wholly owned subsidiary GWC, Seattle, Inc.; and consenting to the transfer of control of GWC Seattle, Inc. to TCI Cablevision of Washington, Inc.; establishing conditions therefore and amending Ordinance 2100 to increase the franchise fee to five percent. THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON DOES HEREBY ORDAIN AS FOLLOWS: Section 1. RECITALS 1.1 Group W Cable, Inc., a New York Corporation, a wholly-owned subsidiary of Westinghouse Broadcasting and Cable, Inc., an Indiana Corporation ("Westing- house") which is a wholly-owned subsidiary of Westinghouse Electric Corporation, holds a valid and existing franchise for operation of a cable communications system within the City of Kent, pursuant to Ordinance 2100 and Resolutions 918 and 965 (the "System"). 1.2 All of the issued and outstanding stock of Group W Cable, Inc. was recently sold by Westinghouse Electric Company to a group of five buyers composed of affiliates or subsidiaries of American Television and Communications Corporation; TCI Holdings, Inc.; Comcast Corporation; Daniels and Associates, Inc. and Century Southwest Cable Television, Inc. ('Buyers"). 1.3 Buyers intend to continue, for a time, Group W Cable, Inc., as a duly organized and operating entity. 1.4 Buyers intend to cause the transfer of the system to GWC Seattle, Inc., a wholly-owned subsidiary of Group W Cable, Inc. 1.5 Buyers further intend to cause Group W Cable, Inc. to be liquidated and to transfer control of GWC Seattle, Inc. to TCI Cablevision of Washington, Inc. 1.6 Pursuant to KCC 5.30.68, any franchise transfer shall be approved only after public hearing and under the same terms and conditions as an original application. A transfer application shall not be refused unless the City Council finds that the public interst will not be served by the proposed transfer. 1.7 Pursuant to KCC 5.30.68 and KCC 5.30.72, a public hearing was held on at in the Council Chambers, Kent City Hall, to consider the franchise transfer application. 1.8 It appears that Group W Cable, Inc. and TCI Cablevision of Washington are qualified, able and willing to cause GWC Seattle, Inc. to comply with the provisions of Chapter 5.30 KCC. -2- Section 2. APPROVAL OF CHANGE OF CONTROL AND TRANSFER 2.1 The City of Kent hereby grants its approval of the transfer of franchise and consents to change of control as follows: 2.1.1 consents to and ratifies change of control of Group W Cable, Inc. to Buyers on or about June 19, 1986; 2.1.2 transfer of the franchise from Group W Cable, Inc. to GWC - Seattle, Inc.; 2.1.3 change of control of GWC Seattle, Inc. to TCI Cablevision of Washington, Inc. at the time of liquidation of Group W Cable, Inc. subject to the conditions set forth in Sections 2.2 and 2.3 below. 2.2 The conditions of the approval and consent herein, are as follows: 2.2.1 Group W Cable, Inc., if in existence, shall within thirty days of the effective date of this legislation, file with the City Clerk its written acceptance of the terms and conditions of Ordinance 2100 and this Ordinance, and its agreement to comply with all the provisions of Chapter 5.30 KCC, as now or hereafter amended. 2.2.2 GWC Seattle, Inc. shall within thirty days of the effective date of this Ordinance file with the City Clerk its written acceptance of the terms and conditions of Ordinance 2100 and this Ordinance, and its agreement to comply with all the provisions of Chapter 4.30 KCC, as now or hereafter amended. 2.2.3 Written acceptance, as required in Sections 2.2.1 and 2.2.2 shall include a copy of bill of sale, purchase agreement or similar document as provided by KCC 5.30.68. 2.2.4 Buyers shall, if Group W Cable, Inc. is in existence, file within thirty days of the effective date of this legislation written assurance that they will cause Group W Cable, Inc. to maintain assets and that such assets shall be managed in such a manner as to permit Group W Cable, Inc. to comply with Ordinance 2100, this Ordinance, and Chapter 5.30 KCC. 2.2.6 Further, Buyers shall file within thirty days of the effective date of this legislation written assurance that they will cause GWC Seattle, Inc. to maintain assets and that such assets shall be managed in such a manner as to permit Group W Cable, Inc. to comply with Ordinance 2100, this Ordinance, and Chapter 5.30 KCC. 2.2.7 Further, within 30 days of the effective date of this Ordinance, GWC Seattle, Inc. shall file a written acceptance of Ordinance 2100, this Ordinance and Chapter 5.30 KCC. 2.2.8 Further, within thirty days of the transfer of control of GWC Seattle, Inc. from Group W Cable, Inc. to TCI Cablevision of Washington, Inc., the latter organization shall file written assurance that they will cause GWC Seattle, Inc. to maintain assets and that such assets shall be managed in such a manner as to permit GWC Seattl,e Inc. to comply with Ordinance 2100, this Ordinance, and Chapter 5.30 KCC. -3- 2.3 The City of Kent consent to the change of control and transfer of franchise provided for herein are further conditioned upon Group W Cable, Inc. and/or GWC Sattle, Inc., satisfying the following conditions: 2.3.1 Access. Grantee shall continue to provide community access channels and facilities, and shall provide for government access for purposes of cablecast at a minimum, of City of Kent Council meetings. 2.3.2 Franchise Fee. Section 4 of Ordinance 2100 is amended to read as follows: Grantee shall pay unto the City of Kent, quarterly, on or before the loth day of each April, July, October and January, a sum equal to ((three)) FIVE percent (5%) of the gross revenue received by GWC Seattle, Inc. from its provision of cable television service within the City of Kent, as more particularly set forth in Section 6, Franchise Fee, of Ordinance 2093, same being Exhibit "A" attached hereto. 2.3.3 Uniform Service. Cable television service throughout the City of Kent shall be uniform. 2.3.4 System Construction. Grantees shall complete construction projects, at a minimum, as set forth in the CITY LIMIT PROJECT PROJECTIONS 1986-87 attached hereto and incorporated herein as Exhibit "B", and as set forth in the corresponding PROJECT map attached hereto and incorporated herein as Exhibit "C". Variances from the construction schedule adopted herein shall not be approved without the approval of the City. Further, GWC Seattle, Inc. shall annually file a construction schedule and map, on or before the first day of June, for review and approval by the City. Section 3. GRANTEE ACCEPTANCE. This Ordinance shall become null and void upon the failure of GWC Seattle, Inc. to file written acceptances or assurance s as provided herein. Acceptance by Group W Cable, Inc., pursuant to authority and prior to the effective date of this ordinance is hereby ratified and confirmed. Section 4. Effective Date. This Ordinance shall take effect and be in force five (5) days from and after its passage, approvel and publication as provided by law.