CABLE TELEVISION
..
~ TIME W; ER
~ COMMUNICATIONS
e,c: P Qflf)
~
Mr. Michael Roberto
City of Clearwater
112 South Osceola Avenue
Clearwater, FL 33756
February 7, 2000
Dear Mr. Roberto:
As you know, the City of Clearwater has granted a franchise to provide cable service to a
subsidiary of Time Warner Inc. ("TWl") (which subsidiary doesbusiness as Time Warner
Cornniunications). I am writing to inform you of certain developments regarding TWl.
As you may have read, America Ouliue, IllC, ("AOL") and TWI have announced a stock-
for-stock merger iu which each of TWI and AOL win merge with suhsidiaries of a llewly formed
holdillg company, As a result of the mergers, hoth TWI and AOL win hecome whony owned
subsidiaries of the new holding company, AOL Time Wamer Inc ("AOL Time Warner"). Under
the terms of the definitive merger agreement,TWl and AOL stock will be converted to AOL
Time Warner stock at fixed exchange ratios.
As explained above, both AOL and TWl will continue to exist as wholly owned
subsidiaries of AOL Time Warner. It also should be noted that Time Warner Cable and indirect
subsidiaries and affiliates of TWl and Time Warner Cable, including the current franchisee in
your community, win COlltiuue to exist as suhsidiaries of AOL Time Warner, Iuc, While it is
unclear that this transaction requires your approval, if you conclude that it does, we would
appreciate the cousideratiou and prompt adoption of the accompanyiug form ofresolution, We
have enclosed one (1) original (and two (2) copies) of FCC Form 394 which provides you with
the information required by the FCC rules and commences the review period provided for
thereunder.
I would like to take this opportunity to assure you that the merger of AOL and TWl will
have absolutely no adverse impact upon our franchise with your community or the service that
we provide.
. The franchise will continue to be held by the same entity. There will be no transfer of the
franchise.
2600 McCormick Drive, Suite 255, Clearwater, Florida 33759 Tel. 727.791.7730 Fax 727.791.8201
-----.
/.---/'
""~,,-,,,.-
· Time Warner Communications will continue to be solely and exclusively responsible for
the day-to-day management and operation of the cable television system.
· There will be no change in our commitment to provide our customers with the best in
programming choices and customer service at a competitive rate.
· The local management and staff will remain the same.
· Local management will continue to report to the same executives of Time Warner Cable.
We believe this unique new enterprise, the premier global company delivering branded
entertainment and information across rapidly converging media platforms can only benefit our
customers. AOL Time Warner's creative and journalistic talent, technology assets and expertise,
and management experience will enable us to enhance consumers' access to the broadest
selection of high quality entertainment and information.
Please do not hesitate to contact me should you have any questions or if I can be of any
assistance. We certainly value the fine relationship we have with your community.
Very truly yours,
. ( d
1.. 1/ · \ if;/', I
/,'/1 . 1/ , \/ 1\ II/:- l' }oi j ~~\../.
/ I 1,.\,1 &I/I.I.....~. ,I 'v' <:;1
, Michael D. Robertson
Vice President/General Manager
Time Warner Communications
MR:dp
~
RESOLUTION No.
A RESOLUTION PROVIDING FOR THE CHANGE IN CONTROL
OF A CABLE TELEVISION FRANCHISEE
WHEREAS, the of ("Franchising Authority") has
granted a franchise to a subsidiary (the "Franchisee") of Time Warner Inc. ("TWI") to provide
cable television service:
WHEREAS, TWI and America Online, Inc. ("AOL") have entered into an Agreement
and Plan of Merger (the "Merger Agreement") dated as of January 10,2000;
WHEREAS, the Merger Agreement will result in a stock-for-stock merger (the
"Transaction") in which TWI and AOL will merge with subsidiaries of a newly formed holding
company; and
WHEREAS, as a result of the Transaction both TWI and AOL will become wholly
owned subsidiaries of the new company, AOL Time Warner Inc.; and
WHEREAS, the Franchising Authority has concluded the Transaction will result in a
change of control of the Franchisee.
NOW, THEREFORE, BE IT RESOLVED BY FRANCHISING AUTHORITY:
23. To the extent required under the terms of the Franchise, the Franchising Authority
authorizes and consents to any change in control of the Franchisee resulting from the
Transaction.
24. The Franchisee shall remain responsible for all obligations under the Franchise.
25. The foregoing consent shall be effective upon the closing of the Transaction.
PASSED, ADOPTED AND APPROVED this _ day of
,2000.
By:
Title:
ATTESTATION AND CERTIFICATION:
By:
Title: