HomeMy WebLinkAboutReso 091-02 AT&TComcastTransfer RESOLUTION NO. 91 - 02
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
CONSENTING TO THE TRANSFER OF CONTROL OF THE
CABLE COMMUNICATIONS FRANCHISE
WHEREAS, the cable franchise holder ("Franchisee"), in the City of Dublin ("Franchise
Authority") is an indirect subsidiary of AT&T Corp. ("AT&T"), and AT&T intends to merge with
Comcast Corporation ("Comcast") to create a new company to be known as AT&T Comcast Corporation
("AT&T Comcast") pursuant to the terms of an Agreement and Plan of Merger dated December 19, 2001
by and among AT&T Corp., AT&T Broadband Corp., Comcast Corporation and certain of their respective
affiliates, and a Separation and Distribution Agreement dated December 19, 2001 by and between AT&T
Corp. and AT&T Broadband Corp. (the "Merger"); and
WHEREAS, prior to the Merger, pursuant to an internal corporate restructuring, the cable
franchise or stock of the Franchisee, or indirect ownership of the Franchisee, may be transferred through
one or more internal transfers or mergers to another direct or indirect subsidiary of AT&T, or Franchisee
may elect as permitted by law to convert or reorganize its legal form to a limited liability company
(together with the Merger, the "Transactions"); and
WHEREAS, following the Transactions, the resulting entity will be controlled by AT&T Comcast
but will continue to operate the System and continue to hold and be responsible for performance of the
cable franchise; and
WHEREAS, Franchisee and AT&T Comcast have requested that Franchise Authority consent to
the Transactions in accordance with the requirements of the cable franchise and have filed an FCC Form
394 ("Transfer Application") with the Franchise Authority requesting such consent Transactions; and
WHEREAS, the Franchise Authority has reviewed the Transfer Application, examined the legal,
financial and technical qualifications of AT&T Comcast, followed all required procedures in order to
consider and act upon the Transfer Application, and considered the comments of all interested parties; and
WHEREAS, the Franchise Authority is willing to consent to the Transactions.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
SECTION 1. The Franchise Authority hereby consents to the Transactions in accordance with the
terms of the cable franchise and applicable law.
SECTION 2. This Resolution shall be deemed effective upon adoption.
SECTION 3. This Resolution shall have the force of a continuing agreement with Franchisee and
AT&T Comcast, and Franchise Authority shall not amend or otherwise alter this Resolution without the
consent of Franchisee and AT&T Comcast.
SECTION 4. The Franchise Authority reserves the right to require AT&T Comcast to correct any
prior franchise non-compliance, known or unknown, at the time of the transfer.
PASSED, APPROVED AND ADOPTED this 18th day of June 2002.
AYES: Councilmembers McCormick, Oravetz, Sbranti, Zika and Mayor Lockhart
NOES: None
AB SENT: None
ABSTAIN: None ~/w'~f ~.~~/~
d // ' _ -MAY;;
--
K2/G/6-18-02/reso-at&tmerger.doc (Item 4.5)