HomeMy WebLinkAbout1992-01-28 The Commonwealth of Massachusetts Community Antenna Television CommissionJOHN M. URBAN
Commissioner
January 28, 1992
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THE COMMONWEALTH OF MASSACHUSETTS
EXECUTIVE OFFICE OF CONSUMER AFFAIRS AND BUSINESS REGULATION
COMMUNITY ANTENNA TELEVISION COMMISSION
LEVERETT SALTONSTALL BUILDING
100 CAMBRIDGE STREET, BOSTON 02202
ATC HEADOUARTERS : I 1
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(617)727-6925
Mr. Nick Leuci
Vice President
Government and Community Relations
Warner Cable Communications, Inc.
300 Commercial Street
Malden, MA 02148
JAN 301992
Dear Mr. Leuci:
Attached is a copy of Attorney David Tibbetts' legal opinion regarding the
Time Warner Enterprises (TWE) "transfer" question.
As stated in the closing sentence of the memorandum, it is the opinion of the
Commission that the proposed transfers do not fall under the definition of a.
transfer requiring prior approval of the issuing authority or the Commission.
I should underscore, however, that any future changes in the management,
ownership or control of TWE would require Commission review, and. the
Commission should be notified if any such changes occur.
Please do not hesitate to call me should you, or a member of the issuing
authorities served by Time Warner, have any_questions pertaining to this
matter.
Sincerely,
Attachment Post -ire brand fax transmitta► memo 7671
*of pages 0.
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WILLIAM F. WELD
GOVERNOR
AAGEO PAUL CELLUCCi
LIEUTENANT' GOVc11NCR
GLORIA CORDES LARSON
PECRVARY
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Commonwealth of Massachusetts
Executive Office of Consumer Affairs
One Ashburton Place
Boston, Massachusetts 02108.
617 / 727-7755
TO : John M. Urban, Commissioner
FROM ; David A. Tibbetts, General Counsel
DATE ; January 17, 1992
RE ; Request for Legal Opinion •-- Warner Cable
In a telephone conversation on December 12, 1991, you requested a
written legal opinion on the question of whether the proposed transfer of
cable franchises from Warner Cable Communications Inc. to a new entity, Time
Warner Entertainment, LP., would constitute a "transfer" requiring
and approval pursuant to the Cable Commission's statute [M.OE c.66A3 and
regulations (207 CMR 4.O4
I have reviewed the statute and the pertinent regulatlors, as well as
the written materials forwarded+ to Inc by counsel for Warner Cable, Atty.
Walter H. Mayo, III. The materials providedindicate that the current bolder
of thecable licenses, Warner Cable Communications Inc., which is currently a
subsidiary of Time Warner Inc., will become a division of a newly -formed
entity, Tune Warner Entertainment Company, L.P. ME"). Time Warner Inc.
will own 87.5% of the common equity in TWA and will be the managing general
partner of TWE with full management, operational and creative control over
all business of the new partnership. Warner Cable will continue tooperate
under current management, and all existing cable franchise obligations will
be honored.
The Cable Commission's regulations governing the transfer or assignment
of control of a .final license are found at 207 CMR 4.01 e c a_, The
regulations provide that no license shall be transferred except after prior
approval by the issuing authority, with certain exclusions to this rule.
Regulation 4.02 provides one such exclusion: transfers 'between commonly
controlled corporations or between parent and subsidiary."
In the case of Warner Cable, the proposed transfer is not between two
corporation, but between a corporation and a partnership. (Note that a
partnership is a legally distinct entity from a corporation) However, the
proposed transfer is between a parent and a subsidiary. And in this case, the
managing partner of the partnership (Time Warner Inc.) is currentlythe
parent to us subsidiary, Warner Cable. Given these relationships. I believe
that the proposed transfers do not fall under the definition of a transfer
requiring prior approval of the issuing authority.
JAN 3 0 1992