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HomeMy WebLinkAbout02-92 Resolution RECORD OF RESOLUTIONS Dcyton legal Bicl:lk Co I'orm No. 30045 Resulutio/l SO, 02-92 Passed 19 A RESOLUTION AUTHORIZING CHANGE OF OWNERSHIP OF THE CABLE TELEVISION FRANCHISE SERVICING THE CITY OF DUBLIN WHEREAS, Warner Cable Communications Inc. ("Warner Cable") is the holder of a cable television franchise (the "Franchise") for the City of Dublin; and WHEREAS, Warner Cable is a wholly-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 assets and operations of its filmed entertainment, programming and cable television businesses, 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 consisting of the assets of Warner Cable Communications Inc. ("Warner Cable"), American Television and Communications Corp. ("ATC"), Lorimar Telepictures ("Lorimar") , Home Box office Inc. ("HBO") , and Warner Bros Inc. ("Warner Bros."), including the Franchise; 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.; and WHEREAS, Warner Cable and ATC will continue to exist as operating divisions of TWE, with the existing management structure surviving; and WHEREAS, at both the local and corporate levels no change is anticipated in the manner in which the business and operations of Warner Cable are conducted; and WHEREAS, the Warner Cable division of TWE will continue to operate the Franchise and will be responsible for all existing obligations under the Franchise; NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, state of Ohio, J5 of the elected members concurring: Section 1. That insofar as may be necessary or advisable under the Franchise, the transfer of the Franchise and related cable television system from the existing grantee either directly or through one or more wholly-owned subsidiaries of Time Warner, to TWE is hereby authorized and consented to in all respects. Section 2. That this Resolution shall take effect and be in force from and after the earliest period allowed by law. Passed this )6~day of ~ , 1992. ~"/~ !1<(y -P~Si!JJl Office; . c/o Attest: 0/1'1/],1..4- (1/. ~~ Clerk of Council . ! I' ted in the h b rffy that copies of this Ord!lI\Jnl~ Reso uhon were pos ) ere y ce I .' 5 f he otI' Revised Code. City of Dublin in accordance with Section 731.2 0 t 10 ~~ (")/VVVl.-Z CL. - . -: Clerk of (ouncil. Dublm, OhiO ~-"------"---'- (I .---.-----.---------- ... , , j() '4_t~ It-. -~.;;': - ------.--------. November 14, 1991 Mr. Timothy C. Hansley City Manager City of Dublin 6665 Coffman Road Dublin, Ohio 43017 Dear Mr. Hansley: I am pleased to inform you that Time Warner Inc. , which is the parent corporation of Warner Cable Communications ("Warner Cable") , has recently announced an agreement with Toshiba corporation and C. Itoh & Co., Ltd. to create a unique strategic partnership at the subsidiary level, to be known as Time Warner Entertainment Company, L.P. ("TWE"). The limited partnership will own, or have an interest in, all of Time Warner's cable television system businesses and franchises, including those of Warner Cable, as well as Time Warner's filmed entertainment business (Warner Bros. and Lorimar Telepictures) and certain of its cable television programming businesses (such as Home Box Office). Time Warner, through subsidiaries, will be the managing general partner of TWE ,--- with full management, operational and creative control over TWE's cable and other businesses. TWE, which will have a total capitalization of $20 billion, will issue 6.25% limited partnership interests to each of C. Itoh and Toshiba for their investment of $1 billion in TWE. The remaining 87.5% of TWE will be owned by Time Warner which will also have a preferred equity interest in the new company which the parties have valued at approximately $5 billion. Time Warner may admit other suitable limited partners to the venture in the future, but on a basis which preserves Time Warner's right to control and manage these businesses. Our new international partners bring impressive resources, international influence, prestige and diversity to Time Warner Entertainment. Toshiba is a worldwide leader in the manufacture of integrated high technology electronic and electrical products, including advanced information and telecommunication systems, electronic devices, heavy electrical equipment, consumer and other products. C. Itoh is the world's largest trading group and deals in a broad range of products and services including electronics and communications services. ". ._---~---_..._---_.__._----_. .-..---.---.".....----.......-. . --- r ~ Mr. Timothy C. Hansley City Manager of Dublin November 14, 1991 Page 2 This transaction will have no effect on the ongoing local manage- ment of the cable system serving your community. . There will be no adverse impact on your cable system, or its customers, services, business practices or personnel. . The day-to-day management of the cable system in your community will remain the same. . Warner Cable will continue to run the operations of the cable system under its cable television franchises. . Warner Cable will continue to exist as an operating division of TWE. . The same officers and managers of Warner Cable will continue to hold their current positions in a cable division of TWE. . The corporate officers of Time Warner Inc. (the parent company of Warner Cable) will also serve as officers of TWE. We believe that the formation of Time Warner Entertainment will bring added strengths to Time Warner, including Warner Cable, and will assure a stronger, more technologically and creatively innovative and exciting cable television company which can only benefit our customers. Although the day-to-day operations and management control of Warner Cable will not be adversely affected, our franchise may require your approval of the TWE transaction. If you conclude that such approval is required, we would appreciate the consideration and adoption of the accompanying form of resolution. We of course would appreciate the prompt adoption of such a resolution if you conclude that it is in fact necessary. For your information, I have enclosed a fact sheet containing a brief description of the transaction. We will contact you within the next few days to discuss any questions you may have. Thank you for your cooperation. sincereb ~e... .,.7 - n C. Porter President, Columbus Division JCP:csg Encls. FACT SHEET TIME WARNER ENTERTAINMENT . Time Warner Inc. has announced an agreement with two (2) partners to create a limited partnership at the subsidiary level to be known as Time Warner Entertainment Company, L. P. ("TWE"). . TWE will have a total capitalization of twenty billion dollars. 87.5% of the common equity in TWE will be owned by Time Warner. As limited partners, Toshiba and C. Itoh will each own 6.25% of the common equity in TWE. Time Warner, through subsidiaries, will be the managing general partner of TWE with full management, operational and creative control over all businesses of the partnership. . TWE will own, or have an interest in, all of the cable television systems operated by Warner Cable and ATC, plus the businesses of Warner Bros., Lorimar Telepictures and Home Box Office. . The franchises held by Warner Cable will be transferred to TWE. Warner Cable will continue to exist, under current management, as a division of TWE. . The creation of TWE and the transfer of the franchises from Warner Cable to TWE will have no adverse affect on any cable television system. 0 There will be no adverse impact upon services, business practices or personnel as a result of this transaction. 0 The day-to-day management of the Systems will remain the same, and all existing franchise obligations will be honored. 0 Warner Cable will continue to exist as an operating division of TWE. 0 The current officers and managers of Warner Cable will continue to hold the same positions.