HomeMy WebLinkAboutResolutions - No. 2002-85RESOLUTION NO. 2002-85
A RESOLUTION OF THE LODI CITY COUNCIL
APPROVING THE CONSENT TO CHANGE OF
CONTROL AND INTERNAL RESTRUCTURING
PERTAINING TO THE AT&T AND COMCAST MERGER
WHEREAS, the cable franchise holder ("Franchisee") in the City of Lodi
("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.
Dated: May 1, 2002
I hereby certify that Resolution No. 2002-85 was passed and adopted -by the Lodi City
Council in a regular meeting held May 1, 2002 by the following vote:
AYES: COUNCIL MEMBERS - Hitchcock, Howard, Land, Nakanishi, and
Mayor Pennino
NOES: COUNCIL MEMBERS - None
ABSENT: COUNCIL MEMBERS - None
ABSTAIN: COUNCIL MEMBERS - None
SUSAN J. BLAKSTON
City Clerk
2002-85