HomeMy WebLinkAboutRES 94-45RESOLUTION NO. 94-45
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DIAMOND
BAR APPROVING THE TRANSFER BY JONES INTERCA'X -.E
INCORPORATED OF CERTAIN SHARES OF ITS STOCK TO BELL
CANADA INTERNATIONAL INCORPORATED
A. RECITALS
(i) On April 22, 1980, the County of Los Angeles Board
of Supervisors (the "County") adopted Ordinance 12,137 granting a
cable television system franchise (the "franchise"), for a period
of fifteen (15) years, to Western Cable Enterprises, Incorporated
(dba Walnut Valley Cable Television);
(ii) This franchise was subsequently sold to Jones
Intercable of California, Incorporated and then to Jones
Intercable, Incorporated ("Jones");
(iii) On April 19, 1989, the County notified Jones that
a portion of the County of Los Angeles in which Jones was
operating a franchise had been incorporated and that the City of
Diamond Bar, California (the "City") had assumed responsibility
over the franchise and would serve as the franchising authority
for that portion of the franchise area served by Jones.;
(iv) Jones is the current franchisee in the City, and
Jones' franchise continues to be governed by Ordinance 12,137, as
amended, of the Los Angeles County Code, and heretofore adopted
by the City of Diamond Bar;
(v) On June 1, 1994, Jones signed a,definitive
agreement with Bell Canada International, Incorporated ("BCI") by
which BCI agreed that it or one of its controlled affiliates
would purchase 30% of the outstanding shares of stock in Jones
for $261,250.00 million dollars;
(vi) Section 16.60.170 of Ordinance 88-0159F of the Los
Angeles County Code, as adopted by the City, requires the City's
consent prior to any sale, assignment or transfer which gives a
25% or more interest in the cable system to any person or
corporation other than the controlling interest on the effective
date of the franchise;
(vii) Jones has requested, pursuant to Section 16.60.170
of Ordinance 88-0159F, that the City Council of the City of
Diamond Bar approve (i) the change in ownership of Jones
described herein and (ii) any subsequent transfers of the BCI
Shares to any Affiliate of BCI; and
(viii) All legal prerequisites to the adoption of this
Resolution have occurred.
B. RESOLUTION
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DIAMOND BAR
DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
SECTION 1. The City Council does hereby consent to (i)
the sale by Jones to BCI and the purchase by BCI from Jones a
certain number of shares of Class A Common Stock of Jones which,
when aggregated with the shares of Class A Common Stock currently
owned by an affiliate of BCI, will equal 30% of the outstanding
shares of Jones stock and (ii) any subsequent transfers of the
BCI Shares to any Affiliate of BCI.
SECTION 2. The foregoing consent shall be effective upon
the closing of the sale of the BCI Shares by Jones to BCI.
Written notice of the closing date shall be given to the City by
Jones. Any subsequent transfer of the BCI Shares from BCI to any
Affiliate of BCI or between Affiliates of BCI shall be effective
upon written notice being given to the City by the entity then
holding the Franchise.
SECTION 3. The City Council hereby confirms that, to its
knowledge, (a) the Franchise is currently in full force and
effect; (b) Jones is substantially incompliance in all materials
respects with the Franchise; and (c) no event has occurred or
exists which would permit the City to revoke or terminate the
Franchise. Subject to compliance with the terms of this
resolution, all action necessary to approve (i) the change in
ownership of Jones described herein and (ii) any subsequent
transfers of the BCI Shares to any Affiliate of BCI, has been
duly and validly taken.
SECTION 4. The City Clerk shall certify the adoption of
this resolution.
PASSED, APPROVED AND ADO]
'eptember, 1994.
I, LYNDA BURGESS, City Clerk of the City of Diamond Bar do
hereby certify that the foregoing Resolution was passed,
approved and adopted at the regular meeting of the City
Council of the City of Diamond Bar held on 20 day of
September, 1994, by the following vote:
AYES: COUNCILMEMBERS Ansai, MPT/Harmony and
M/Werner
NOES: COUNCILMEMBERS None
ABSENT: COUNCILMEMBERS Miller
ABSTAINED: COUNCILMEMBERS Papen
ATTEST• _
Lyna& Burgess, Ci. y Clerk