HomeMy WebLinkAboutResolution - 2000-70 - AOL Time Warner Merger - Approving Transfer of Control - 04/18/2000 CITY OF EDEN PRAIRIE
HENNEPIN COUNTY,NIINNESOTA
RESOLUTION NO.2000-70
APPROVING THE TRANSFER OF CONTROL OF
I BL CABLESYSTEMS OF THE SOUTHWEST,INC.,
THE CABLE TELEVISION FRANCHISEE,
RESULTING FROM THE MERGERS OF SUBSIDIARIES OF
TIME WARNER,INC.AND AMERICA ONLINE,INC.
INTO AOL TIME WARNER,INC.
WHEREAS, on or about January 1, 1987,the City of Eden Prairie,Minnesota("City")
passed and adopted Ordinance No. 53-96, granting a Cable Television Franchise ("Franchise")
currently held by KBL Cablesystems of the Southwest,Inc. ("Franchisee"), a subsidiary of Time
Warner, Inc., doing business as Time Warner Cable(collectively, "TWI"); and
WHEREAS, on January 10,2000, a certain Agreement and Plan of Merger("Merger
Agreement")was made and entered into by and among TWI and America Online,Inc. ("AOL');
and
WHEREAS,the Merger Agreement contemplates the merging of a to-be-formed TWI
subsidiary and a to-be-formed AOL subsidiary with a parent holding company known as AOL
Time Warner,Inc. ("AOL Time Warner'); and
WHEREAS, TWI and AOL have requested consent by the City to these mergers and the
resulting transfer of control of the Franchisee to AOL Time Warner; and
WHEREAS,under the Franchise and applicable state and federal law,the proposed
mergers and resulting transfer of control of the Franchisee require consent from the City; and
WHEREAS,the City has reviewed the proposed mergers,transfer of control, and the
legal,technical, and financial qualifications of AOL Time Warner; and
WHEREAS,based on information obtained and on the reports and information received
by the City from TWI and AOL,the City has found no reason to disapprove of the proposed
transfer of control of the Franchisee to AOL Time Warner.
NOW, THEREFORE,the City Council for the City resolves as follows:
1. The Franchise is in full force and effect, and the Franchisee is the lawful holder of
the Franchise.
2. The Franchisee will remain the lawful holder of the Franchise after consummation
of the mergers contemplated under the Merger Agreement.
3. The City hereby consents to and approves of the proposed transfer of control of
the Franchisee subject to:
a. Closing of the transaction contemplated within the Merger Agreement
pursuant to the terms and conditions described in information provided to
the City by TWI and AOL.
b. AOL Time Warner or the Franchisee notifying the City in writing of the
completion of the mergers and the transfer of control within thirty(30)
days of the date of closing.
C. The Franchisee,within thirty(30) days of the date of closing,providing
the City with a signed acceptance of this Resolution in the form attached
hereto and incorporated herein by reference.
d. AOL Time Warner,TWI, or the Franchisee,within thirty(30) days of the
date of adoption of this Resolution,reimbursing the City for substantially
all reasonable costs, expenses, and professional fees related to the City's
review and action on the proposed mergers and the transfer of control.
4. The City hereby waives any right of first refusal which the City may have to
purchase the Franchise, or the cable television system serving the City,but only
as such right of first refusal applies to the request for approval of the mergers and
the transfer of control now before the City.
5. In the event the mergers of the TWI and AOL subsidiaries into AOL Time
Warner contemplated by the foregoing resolutions is not completed, for any
reason,the City's consent shall not be effective.
6. The City's approval of the transfer of control does not waive or diminish any
lawful authority of the City to require the provision of non-discriminatory access
to the cable system for providers of Internet access service, subject to applicable
law. The City and the Franchisee have not waived any rights, obligations, claims,
defenses, or remedies regarding the authority of the City to impose such
conditions. Prior to the enactment of any such requirement,the Franchisee shall
be provided with reasonable notice and an opportunity to be heard,including the
right to present evidence on any findings to be made by the City with respect to
the need for such a requirement.
7. To the maximum extent permitted by all applicable local, state, and federal laws,
this Resolution shall not be construed to in any way relieve the Franchisee nor
limit the Franchisee from any liability under the Franchise.
This Resolution shall take effect and continue and remain in effect from and after the date
of its passage, approval, and adoption.
Passed and adopted by the City Council for the City this 18th day of April,2000.
ATTEST: CITY OF EDEN PRARUE,NIINNNESOTA
By: By:
KAleen Porta, City Clerk gan L.Harris,Mayor