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` 'AAURICE A. FERRE
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INTER -OFFICE MEMORANDUM
TO Howard V. Gary
City Manager
:ROtiark Me ; i 11
Assistant to the City Manager
Intergovernmental Affairs
CITY OF MIAM1, FLORIDA
DATE October 14, 1982 FILE
SUBJECT Revised Resolution Transferring Taft
Broadcasting Company Ownership in the
Miami Cable License to TCI Development
REFERENCE Sorporati on .
ENCLOSURES Revised Resolution.
Letter from Miami Tele-Communications.
The attached Revised Resolution replaces the resolution listed as agenda Item # 38
for the October 14, 1982, City Commission Meeting.
The new resolution transfers all ownership of TCI-Taft Cablevision Associates to
TCI Development Corporation, which is an 80.3% owner of Miami Tel e-Communications,
Inc., one of the Miami Cable Television's Licensees.
This transfer represents a 40.15% interest in the Miami Cable Television License
and will allow Taft Broadcasting Company to divest its interest in the Miami License.
This will allow Taft to pursue their purchase of a Miami Television Station. Under
present Federal Communications Commission Rules, a Television Station owner may
not have an ownership interest in a Cable Company within that station's broadcast
area.
The attached letter dated October 12, 1982, from the Attorney for Miami Tele-
Communications, Inc., details the transfer more specifically, and he will be
at the Commission Meeting to answer any questions relating to this Transfer of
Ownership Interest.
CM/mrm
End
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.LAW OFFICES OF
PAUL LANDY 6EILEY, HARPER & METSCH, P.A.
ROS[RT /AUL 'eNTMOUSE,PENINSULA rEOERAL SUILCINO
•URTON A. LANOY
PETER N. MORRISON 0
STANLC♦ A. SCIL[Y
OtOROt R.MARPtR
LAwNENC[ R.MCTSCM
TERRANCE J. MULLIN
ROlIERT M.SONOAR
JAM ES A.MAUSCR
OERALO O.RAUL•
WEND• R.ANOt RSON
ENRIOUE ARROYO
LAWRENC[ S.DEN
RIC.ARO [.SROOSRY
STEVEN R.SROWNSTCIN
MARTIN J. OCNAUCR
SCOTT LOGIN
►ORREST O."COUROY
MARTI A.ROTMENStRO
KEVIN ROVER •
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• ADMITTtO IN Ntw TOOK ONLY
=00 SOuTmLAST ►IR>ST STRC[T
MIAMI, rLOR10A 23131
TCL(3Os) 358.9300 • CASLC'PAULAN'
TELEX 51.0406
Mr. Clark Merrill
Assistant City Manager
Office of Intergovernmental
Affairs
3500 Pan American Drive
Miami, Florida 33133
Re: Our File No. 7301-81
Dear Clark:
October 12, 1982
New TORR OFFICE
MORRISON, PAUL i StlLCY
110 EAST SS^' STRCtT
New TORK, N.T. IOOsf
TEL.{21E 89E•0100
CASIt 'IORR►AUL"
TELEX S*•06I11
This letter is to advise you of a correction to my letter of September 27,
1982 regarding the sale of the Taft interest in the Miami Cable Television
Project. in my letter of September 27, 1 had stated that Taft Cable
Company, a partner of TCI-Taft Cablevislon Associates, proposed to transfer
Its 50% interest in that partnership to Tole -Communications Cable Company, the
other partner of TCI-Taft Cablevision Associates. Since my letter of
September 27, 1 have learned that the proposed transfer In this case is to be
a transfer by TCI-Taft Cablevislon Associates of Its 80.3% stock ownership
Interest in Miami Tole -Communications, Inc. to TCI Development Corporation, a
wholly owned subsidiary of Tole -Communications, Inc.
The purpose of the transfer from TCi-Taft Cablevision Associates to TCI
Development Corporation is the same purpose as was stated In my
September 27 letter, i.e., in order to comply with the FCC and City of Miami
Ordinance requirements prohibiting the same entity or group of affiliated
entitles from owning an interest in both a local television station and In the
City of Miami Cable Television System. However, since TCI-Taft Cablevislon
Associates has assets other than the Miami Cable Television Interest, It was
not appropriate for Taft Cable Company to transfer its 50% Interest in
TCI-Taft Cablevislon Associates In order to remove itself from the Miami Cable
Television Project. instead, In order to accomplish that, It was necessary for
the entity which owns the shares of Miami Tele-Communications, Inc. (i.e.,
TCI-Taft Cablevision Associates) to transfer those shares to anoer
corporation which was owned by Tele-Communications, Inc. (i.e., TCI
Development Corporation) .
i
Page 2
The correction in the names of the transferor and transferee In this case
Is a technical, rather than a substantive change. The purpose of the
transfer remains the same, Le., to remove Taft from the Miami Cable
Television System because of " f—aTt's proposed purchase of a local television
station, and the result of the transfer remains the same, I.e. , that the
ownership of 'the non -local stock interest in Miami Tele-Communications, ci ations, Inc.
will be eompfetely in the hands of a subsidiary of Tele-Communications, Inc. ,
rather than one-half in the hands of a subsidiary of Tele-Communications,
Inc. and one-half in the hands of a subsidiary of Taft Broadcasting Company.
I would appreciate it if you would, make the necessary changes to the
agenda for the October 14, 1982 City Commission Meeting to reflect that the
approval being requested is for a sale by TCI-Taft Cablevision Associates of
Its 80.3% stock Interest in Miami Tele-Communications, Inc. to TCI Development
Corporation.
Tomorrow I hope to forward to you the City Manager's form for Request
for Approval of Transfer of Ownership Interest In the Miami Cable Television
Licensee which will be executed by TCI-Taft Cablevision Associates, as seller.
and TCI Development Corporation, as buyer.
Please give me a call after you have had a chance to review this letter
to let me know whether there is any problem in accomplishing this at the
October 14, 1982 City Commission Meeting. I greatly appreciate your
cooperation in this matter and, of course, would be happy to answer any
questions you may have.
Very truly yours,
PAUL, LANDY, BEILEY,
HARPER & METSCH, P.A.
DLB61:vs
cc: Paul Alden
George Castrucci
John Draper
Charles Lindberg
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'lJL. LA RC1�►9Y, HARPtR i METaCH, P.A.
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License; and
WHEREAS, Section 204(e) of said Ordinance provides for
notice to the City" ... of any actual or proposed change in
control or ownership of the Licensee..."; and
WHEREAS, Section 205 of said Ordinance prohibits the
Miami Cable Television Licensee from having any beneficial
interest in any broadcast Television Station whose signals
would be carried on the Cable System; and
WHEREAS, Taft Broadcasting Company is planning to pur-
chase a Miami Television Station whose signals are required
to be carried on the Miami Cable Television System; and
WHEREAS, Taft Broadcasting Company, through its af-
filiate Taft Cable Company in partnership with TCI-Taft
Cablevision Associates, owns an interest in the Miami
Cable Television License;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE
CITY OF MIAMI, FLORIDA:
Section 1. The City Commission hereby approves the
proposed transfer of the TCI-Taft Cablevision Associates'
interest in Miami Tele-Communications, Inc. to TCI Develop-
ROBERT F. CLARK
DEPUTY CITY ATTORNEY
APPROVED AS TO FOR;t AND CORRECTNESS!
CIA-PEDROSA
R. GAR
ATTORNEY