HomeMy WebLinkAboutR-82-0843M82-766
(7/29/82)
Uj
RESOLUTION NO. 8 2- 8 4 3
A RESOLUTION ESTABLISHING A RULE OF THE CABLE
COMMUNICATIONS AGENCY REGARDING INFORMATION TO
BE PROVIDED TO THE CITY OF MIAMI PRIOR TO THE
TRANSFER OF OWNERSHIP INTEREST IN THE CABLE
TELEVISION LICENSEE; PROVIDING FOR A TIME WHEN
OWNERSHIP TRANSFERS ARE PRESENTED TO THE CITY
MANAGER; PROVIDING FOR WRITTEN DISCLOSURE INFOR-
MATION; PROVIDING FOR CONDITIONS UNDER WHICH
APPROVAL BY THE CITY COMMISSION IS REQUIRED AND
PROVIDING FOR THE FORMS ON WHICH SUCH INFORMATION
IS TO BE PRESENTED.
WHEREAS, the City Commission adopted Ordinance No. 9332 on
October 19, 1981, referred to as the Miami Cable Television License
Ordinance; and
WHEREAS, Section 701 of said ordinance provides for the adoption
of reasonable rules and regulations that may be necessary for the con-
duct of the system; and
WHEREAS, Section 204 of said ordinance requires certain informa-
tion to be provided prior to City approval of transfer of ownership
interest in the Licensee; and
WHEREAS, certain ownership interests are being transferred by
the Licensee; and
WHEREAS, it is necessary that the City maintain a record of all
ownership interests in the Licensee including the conditions under
which they are made;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The following rule is hereby adopted:
Rule 1 - Transfer of Ownership Interest in Cable
Television Licensee
(a) Any person desiring to sell, purchase, exchange
or otherwise transfer any ownership in Miami Tele-Communications,
Inc. ("MCI") or Americable of Greater Miami, Ltd. ("Americable")
shall, at least twenty-one (1) days prior to the proposed date
of such transfer, present to the City Manager a written proposal
with respect thereto.
(b) The written proposal shall, in all cases, include
full information regarding the details of the proposed transfer,
.,iry COMMMMON
4 MEETING OB
S E P 9 1982
�sourtan �a. $ 2,,
0
Ll
including, without limitation, (i) a description of the interest
to be transferred, (ii) the name, address and telephone number of
the parties involved, (iii) the purpose of the acquisition (i.e.,
whether fully for investment or for the purpose of obtaining control),
(iv) the amount of the purchase price and/or other consideration for
the transfer, (v) a representation that the applicant has made reason-
able inquiry and has no cause to believe that the proposed acquisition
will result in a violation of any provision of Ordinance No. 9332 or
will be contrary to the public interest, (vi) a statement that the
purchaser will abide by the terms of the Miami Cable Television Ordi-
nance No. 9332, and (vii) an affidavit signed by each party to the
transfer confirming the accuracy of the information as required
herein. The City Manager may require such additional information
with regard to any proposed transfer as he deems appropriate.
(c) In every case where the transfer of any interest
in the Miami Cable Television Licensee is proposed each party to the
transfer will provide the information herein required. The City
Manager will provide the appropriate forms for the transfer of owner-
ship in the *liami Cable Television Licensee.
(d) When all of the required information has been
provided, in the case of any proposed transfer which it appears
resultsin any change in actual working control of the Licensee, MCI or
Americable, then the request will be presented to the City Commission
for their approval. A rebuttable presumption that a change of control
or ownership has occurred shall arise upon the acquisition or accumula-
tion by any person or group of persons of five percent (5%) or more of
the Licensee, MCI or Americable.
Section 2. This Rule shall be administered by the Cable Communi-
cations Agency.
PASSED AND ADOPTED this 9TH day of SEPTEMBER , 1982.
ATTEST:
eALP ONGIE, CITY CLEW
-2-
MAURICE A. FERRE
?•I A Y 0 R
82 -843
4w
i PREPARED AND APPROVED BY:
� 7
ROBERT F. CLARK
DEPUTY CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
jfqCE R. GARCIA-PEDROSA
TY ATTORNEY
-3-
82-843
CITY OF MIAMI, FLORIDA
73 INTER -OFFICE MEMORANDUM
Howard V. Gary DATE August 26, 1982 FILE
City Manager
SUBJECT
4a Mer0i i 1
Assistant to the City Manager
Intergovernmental Affairs
Proposed Rule to Transfer Owner-
ship Interest in Cable Licensee
REFERENCES
ENCLOSURES (see page 2)
"I recommend that the attached resolution
establishing a Rule for Transferring Owner-
ship Interest in the Cable Licensee be
presented to the City Commission for their
consideration."
At the July 29, 1982 City Commission meeting a request was made to transfer a
total of six percent (6%) interest in Americable of Greater Miami, Ltd. from
George Kunde to Americable of Greater Miami, Ltd. (5%) and the William
Hoffman Trust Account (1%).
In approving that request, the Commission asked for additional information to
be presented to them prior to making further requests for transfers of owner-
ship in the cable licensee. (Motion No. 82-766.)
The following rule has been drafted by the City's cable consultant Arnold &
Porter and this office and provides for the necessary information regarding
ownership interest in the cable television licensee as required by the cable
television license ordinance.
Rule 1
Transfer of Ownership Interest
in
Cable Television Licensee
(a) Any person desiring to sell, purchase, exchange or
otherwise transfer any ownership in Miami Tele-Communications,
Inc.-V MCI") or Americable of Greater Miami, Ltd.("Americable")
shall, at least twenty-one (21) days prior to the proposed
date of such transfer, present to the City Manager a written
proposal with respect thereto.
(b) The written proposal shall, in all cases, include
full information regarding the details of the proposed trans-
fer, including, without limitation, (i) a description of the
82-843
CITY OF MIAMI. FLORIDA
M . F
73 INTER -OFFICE MEMORANDUM
Howard V. Gary DATE August 26, 1982 FILE
City Manager
5`'e'E`T Proposed Rule to Transfer Owner-
/�'i, ship Interest in Cable Licensee
ark Me r i 11 REFERENCES
Assistant to the City Manager
Intergovernmental Affairs ENCLOSURES (see page 2)
"I recommend that the attached resolution
establishing a Rule for Transferring Owner-
ship Interest in the Cable Licensee be
presented to the City Commission for their
consideration."
At the July 29, 1982 City Commission meeting a request was made to transfer a
total of six percent (6%) interest in Americable of Greater Miami, Ltd. from
George Kunde to Americable of Greater Miami, Ltd. (5%) and the William
Hoffman Trust Account (1%).
In approving that request, the Commission asked for additional information to
be presented to them prior to making further requests for transfers of owner-
ship in the cable licensee. (Motion No. 82-766.)
The following rule has been drafted by the City's cable consultant Arnold &
Porter and this office and provides for the necessary information regarding
ownership interest in the cable television licensee as required by the cable
television license ordinance.
Rule 1
Transfer of Ownership Interest
in
Cable Television Licensee
(a) Any person desiring to sell, purchase, exchange or
otherwise transfer any ownership in Miami Tele-Communications,
Inc. -("MCI") or Americable of Greater Miami, Ltd.("Americable")
shall, at least twenty-one (21) days prior to the proposed
date of such transfer, present to the City Manager a written
proposal with respect thereto.
(b) The written proposal shall, in all cases, include
full information regarding the details of the proposed trans-
fer, including, without limitation, (i) a description of the
82 -843-
TO: Howard V. Gary page 2 DATE: August 26, 1982
FROM: Clark Merrill RE: Proposed Rule to Transfer
q Ownership Interest in
Cable Licensee
interest to be transferred, (ii) the name, address and tele-
phone number of the parties involved, (iii) the purpose of the
acquisition (i.e., whether fully for investment or for the
purpose of obta-5-ing control), (iv) the amount of the purchase
price and/or other consideration for the transfer, (v) a rep-
resentation that the applicant has made reasonable inquiry and
has no cause to believe that the proposed acquisition will re-
sult in a violation of any provision of ordinance number 9332
or will be contrary to the public interest, (vi) a statement
that the purchaser will abide by the terms of the cable tele-
vision ordinance number 9332, and (vii) an affidavit signed by
each party to the transfer confirming the accuracy of the in-
formation as required herein. The City Manager may require
such additional information with regard to any proposed trans-
fer as he deems appropriate.
(c) In every case where the transfer of any interest in
the Miami Cable Television Licensee is proposed each party to
the transfer will provide the information herein required. The
City Manager will provide the appropriate forms for the transfer
of ownership in the Miami Cable Television Licensee.
(d) When all of the required information has been provided,
in the case of any proposed transfer which it appears results in
any change in actual working control of the Licensee, MCI or
Americable, then the request will be presented to the City Commis-
sion for their approval. A rebuttable presumption that a change of
control or ownership has occurred shall arise upon the acquisition
or accumulation by any person or group of persons of five percent
(5%) or more of the Licensee, MCI or Americable.
At the July 29, 1982 Commission meeting concern was expressed relating to the transfer
of interest of local owners who had participated in the initial process for selecting
the cable television licensee and who may be seeking to sell their interest now that
the cable system is under construction. The City Attorney's office has been requested
to formulate the appropriate criteria upon which the City Manager may determine to
approve or disapprove such transactions. When this process is complete, it will be
presented to the City Commission at a later date for consideration and approval as
an amendment tq this rule.
Mr. George Kunde has indicated his willingness to provide the information described in
the proposed rule regarding the transfer of six percent (6%) ownership interest.
CM/ah
Enclosures: Attachment I - "Request for Approval of Transfer of
Ownership Interest in the Miami Cable Television
Licensee" form
Resolution
82-843
ATTACHMENT I
REQUEST FOR APPROVAL OF TRANSFER OF OWNERSHIP INTEREST
-IN THE MIAMI CABLE TELEVISION LICENSEE
Ownership and Control Information
Name of Company in which ownership interest is to be transferred:
(Americable of Greater Miami, Ltd. or Miami Tele-Communications, Inc.)
Names of parties transferring ownership interest:
Seller: Name
Address
City, State
Telephone
Occupation
or
Profession
Name of Employer
Address of Employer
(If individual)
(If organization)
Zip
Buyer: Name (If individual)
(If organization)
Address
City, State Zip
Telephone
Occupation
or
Profession
Name of Employer
Address of Employer
Page i of 5 8 2- 8 4 3
0
Ownership and Control Information (continued)
Nature of Interest: ( ) Investment
( ) To obtain control
( ) Other (specify)
Number of Shares to be transferred Purchase Price
Percentage of Ownership transferred % (Other)_
explain
If Buyer is an organization list all principals, officers, corporate directors and
beneficial owners of 390 or more.
Name
Address
Ownership
Capacity N)
(attach list if more space is needed)
Attach a copy of all written agreements made regarding the transfer of ownership
interest in the cable television licensee and outline any oral agreements or under-
standings regarding this transfer.
Ownership Qualifications
The buyer will answer the following questions:
1
1. Does the buyer, or any person or business entity having any interest in buyer,
directly or in5irectly own, operate, control, or have any interest in any of
the following:
a. A national broadcast television network (such as
ABC, CBS, or NBC); or ( ) yes ( ) no
1. For purposes of this form, "interest" includes, in the case of corporations,
officers, directors, and shareholders owning 1 percent or more of the company's out-
standing voting stock.
2. An affirmative response to Questions 1(a) through 1(d) may constitute dis-
qualification of a buyer if Federal Communications Commission (FCC) cr ss-ownership
r les prohibit such a buyer from investing in cable systems (see CFR 63.54 and
76.501).
Page 2 of 6
82-843
Ownership
Qualifications (continued)
4
b.
A television broadcast station whose predicted Grade
B contour, computed in accordance with Section
73.684 of the FCC's rules, overlaps in whole or
in part the service area of such system, or an
applicant for a license to operate such a station;
or (
) yes
( ) no
c.
A television translator station licensed to the
community of such system; or (
) yes
( ) no
d.
A telephone company whose service area includes
the community. (
) yes
( ) no
e.
A newspaper having local circulation within the
community. (
) yes
( ) no
f.
A radio station. (
) yes
( ) no
2. If
"yes to any of the above, indicate below, with full identifying
particulars,
the
nature and extent of such ownership operation, control
of interest.
Name of Buyer, Person or Entity:
Name of Interest:
Company in which Interest Held:
Name of Buyer, Person or Entity:
Nature of Interest:
Company in which Interest Held:
3. Is the buyer a U. S. citizen? ( ) yes ( ) no
4. Is the buyer a U. S. corporation?
If "no," please describe in detail. ( ) yes ( ) no
5. If "no," above, state any ownership retained by persons or entities which are not
U.S. citizens or corporations.
Page 3of 6 82-843
Character Qualifications of Transferee
1. Has
the buyer (iicluding any affiliate or parent corporation
if applicable)
or
any principal ever been convicted in a criminal proceeding (felonies
or
misdemeanors) in which any of the following offenses were
charged?
a.
Fraud ( )
yes ( )
no
b.
Embezzlement ( )
yes ( )
no
— c.
Tax evasion ( )
yes ( )
no
d.
Bribery ( )
yes ( )
no
— e.
Extortion ( )
yes ( )
no
f.
Jury tampering ( )
yes ( )
no
g.
Obstruction of justice ( or other misconduct
affecting public or judicial officers' per-
formance of their official duties) ( )
yes ( )
no
h.
False/misleading advertising ( )
yes ( )
no
i.
Perjury ( )
yes ( )
no
j.
Anti-trust violations (state and federal) ( )
yes ( )
no
k.
Violations of FCC regulations ( )
yes ( )
no
1.
Conspiracy to commit any of the foregoing
offenses ( )
yes ( }
no
2. If "yes," attach separate statement providing specifics such as date, court,
sentence or fine, etc.
1. For the purposes of this form, "principal" means any officer or director
of buyer, and any person, firm, corporation, partnership, joint venture, or other
entity, who or which owns or controls 3 percent or more of the voting stock ( or
any equivalent voting interest of a partnership or joint venture) of the buyer.
Page 4 of 6
82-943
t.
Character Qualifications of Transferee
(continued)
3. Has
the buyer or any principal ever
been a party to a civil proceeding
in which
it
was held liable for any of the
follo,.,ing or is now a
party to the proceeding?
a.
Unfair or anticompetitive business
practices
( ) yes
( ) no
b.
Violations of securities laws
(state and federal)
( ) yes
( ) no
c.
False/misleading advertising
( ) yes
( ) no
d.
Violations of FCC regulations
( ) yes
( ) no
4. If "yes," attach statement providing specifics.
5. Has buyer or any principal ever had a business license
(defined to include FCC licenses, alcoholic beverage
and restaurant licenses, etc.) revoked, suspended or
the renewal thereof denied or is a party to a proceed-
ing that may result in same? ( ) yes ( ) no
6. If "yes," attach statement providing specifics.
7. Has buyer or any principal ever, as a result of an
adjudicated proceeding, been found in violation --other
than routine service complaints --of any franchise agree-
ment, contract, or regulation governing their cable
communications system owned or operated by them? ( ) yes ( ) no
8. If "yes," attach statement providing specifics.
9. Has buyer or any principal ever initiated litigation
against a franchising authority or had a franchising
authority initiate litigation against it? ( ) yes ( ) no
10. If "yes," attach statement providing specifics.
11. Has buyer (including any affiliates or parent
company) or any principal ever defaulted on a loan? ( ) yes ( ) no
12. If "yes," attach statement providing specifics.
Page 5 of 6
82-843
i
Buyers Affidavit
The undersigned hereby attests to the accuracy of all the information contained
herein and agrees to abide by the terms and conditions of the Miami Cable Tele-
vision License Ordinance No. 9332.
Buyer's Name (Print)
Buyer's Signature
Date
ATTEST:
Wi tness:
Seller's Name
Seller's Signature,
Date
Page 6 of 6
(Print)
82-843
0 6
Buyers Affidavit
The undersigned hereby attests to the accuracy of all the information contained
herein and agrees to abide by the terms and conditions of the Miami Cable Tele-
vision License Ordinance No. 9332.
Buyer's Name (Print)
Buyer's Signature
Date
ATTEST:
Witness:
Seller's Name
Seller's Signature
Date
(Print)
Page 6 of 6
82-843