1988-099
RESOWTION NO. 88-99
RESOLUTION GIVING FINAL APPROVAL
ACQUISITION OF ROGERS CABLESYSTEMS
SOUTHWEST, INC., BY KBL CABLE, INC.
TO THE
OF THE
WHEREAS, the City of Hopkins , Minnesota (the "City"),
granted a cable television franchise to Rogers Cablesystems of
Minnesota Limited Partnership ("RCMLP") pursuant to the City's
cable communications ordinance (the ordinance and the grant of
the franchise are referred to collectively as the "Franchise");
and
WHEREAS, RCMLP subsequently decided to dissolve and pursuant
to Amending Ordinance No. 88-617, the City approved the transfer
of the Franchise to Rogers Cablesystems of the Southwest, Inc.
("RCTSI"), which, upon the dissolution of RCMLP, will be the
grantee under the Franchise; and
WHEREAS, RCTSI is a Wholly-owned subsidiary of Rogers U.S.
Cablesystems, Inc. ("RUSCI"), which in turn is a wholly-owned
subsidiary of Rogers Cablesystems of America, Inc. ("RCA"). RCA
is a Wholly-owned subsidiary of RCA Cablesystems Holding Co.
("RCACH"), which in turn is a wholly-owned subsidiary of Rogers
U. S. Holdings, Limited ("RUSHL"), a Wholly-owned subsidiary of
Rogers Communications, Inc. ("RCI"); and
WHEREAS, KBL Cable, Inc. ("KBLC"), a Texas corporation and a
wholly-owned subsidiary of KBLCOM Incorporated ("KBLCOM"), has
agreed to acquire all of the issued and outstanding common stock
and all of the issued and outstanding preferred stock of RCACH;
and
WHEREAS, under the Franchise, the acquisition by KBLC of all
of RCACH' s issued and outstanding common and preferred stock
constitutes a transfer by means of a fundamental corporate change
with respect to RCACH and its subsidiaries, including RCTSI; and
WHEREAS, under the Franchise, any transfer of the Franchise
requires the approval of the City; and
WHEREAS, KBLC as the parent company of RCTSI, desires to
leave the Franchise in the name of RCTSI and, to the extent not
inconsistent with state or federal law, including the Cable
Communications Policy Act of 1984, to guarantee, unconditionally,
the full performance of all the obligations and commitments of
RCTSI under the Franchise and all other ordinances and
agreements between the City and RCTSI relating to the Franchise;
and
WHEREAS, RCI desires the City to release it and RUSHL from
any and all obligations and responsibilities relating to the
Franchise or to RCTSI's performance thereunder; and
WHEREAS, the Operating Committee of the Southwest Suburban
Cable Commission (the "SWSCC"), with the assistance of the Herbst
Law Firm, Ltd., and Don Richards Associates, has reviewed the
proposed acquisition by KBLC of the common and preferred stock of
RCACH (and the resulting acquisition of control over RCTSI) and
the legal, technical, financial and character qualifications of
KBLC and its parent company, KBLCOM; and
WHEREAS, reports and information regarding the
qualifications of KBLC and KBLCOM were prepared and the Operating
Committee presented these reports to the SWSCC so that a
recommendation could be made as to the acquisition of control by
KBLC over RCTSI; and
WHEREAS, on November 30, 1988, the SWSCC conducted a joint
public hearing on behalf of its member cities regarding KBLC's
acquisi tion of control over RCTSI and KBLC' s request that the
Franchise remain in the name of RCTSI; and
WHEREAS, based on the reports and information of the
Operating Committee and the results of the joint public hearing,
the SWSCC found no reason to disapprove of the acquisition by
KBLC of control over RCTSI or of KBLC' s request to leave the
Franchise in the name of RCTSI, and the SWSCC recommended to the
city that it approve said acquisition and request; and
WHEREAS, the City, after considering KBLC's technical
ability, financial condition, character and legal qualifications,
and based on the recommendation of the SWSCC, has found no reason
to disapprove of the acquisi tion by KBLC of the common and
preferred stock of RCACH (or the resulting acquisition of control
over RCTSI), or of KBLC's request to leave the Franchise in the
name of RCTSI.
NOW, THEREFORE, be it resolved by the City Council of the
City of Hopkms
1. That the City hereby approves the acquisition by
KBLC of the common and preferred stock of RCACH (and the
resulting acquisition of control over RCTSI), and the
maintenance of the Franchise in the name of RCTSI, subject
to the following conditions:
a. Within ten days of the date KBLC acquires all
of the issued and outstanding common stock of RCACH,
KBLC and KBLCOM shall file with the City an executed
copy of a Consent Agreement and Guaranty of
Performance substantially in the form and substance of
Exhibit 1 attached hereto, along with an executed copy
of each document required by the Consent Agreement and
Guaranty of Performance (including, without limitation,
an opinion of legal counsel, certified articles of
incorporation of RCTSI, KBLC and KBLCOM, evidence of
insurance coverage as required by the Franchise,
RCTSI's letter of credit, and RCTSI's bond); and
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b. RCTSI shall have performed its obligations
under the Stipulation of Settlement and Release dated
November 15 , 1988, including, without limitation,
the payment to SWSCC of $3.5 million; and
c. Subject to the terms of the letter agreement
dated October 17, 1988, between KBLC and the SWSCC,
KBLC shall reimburse the SWSCC (which, in turn, shall
reimburse its Member Cities, pro rata) for all
reasonable costs, expenses and professional fees
incurred as a result of the approval of KBLC's
acquisition of the common and preferred stock of RCACH
(and the resulting acquisition of control over RCTSI).
2. Effective only upon the performance by RCTSI and
KBLC of the conditions set forth in paragraph 1 hereof, the
City forever releases and discharges RCI and RUSHL from any
and all responsibilities, liabilities, claims and disputes,
known or unknown, related to or arising from the Franchise
or RCTSI's performance hereunder, or the approval of KBLC's
acquisition of control over RCTSI.
3. The City hereby waives its right of first refusal
to purchase the Franchise or related system, but only as
such right-of-first-refusal applies to the request by KBLC
for approval of the acquisi tion of control by KBLC over
RCTSI.
4. In the event KBLC fails to comply with any of the
above requirements within the time specified, unless the
time is extended by the city, this Resolution and any and
all approvals, releases, discharges and waivers by the city
set forth herein shall be null and void.
5. This Resolution shall become effective only if all
of the cities of Edlna , Eden Prairie , Minnetonka ,
and Richfield adopt a substantially similar resolution
within sixty (60) days after the adoption of this
resolution.
This
December
Resolution
, 1988.
is
passed and adopted the 13th day of
DATED:
CDrY OF: Hopkins '~
~! ~ t f/r --< ,d~
The Mayor v ~
ATTEST: L C ~
~ Hopkins
12/13/88
, City Clerk
SW2 - 12/1/88
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