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Home My WebLink About09470 ORD - 08/27/1969PARTNERSHIP AGREEMENT THIS IS AN AGREEMENT between CABLECOM- GENERAL, INC., an Oklahoma corporation ( CABLECOM) and CASTEL CORPORATION, a Texas corporation ( CASTEL). 1. Formation of Partnership. CABLECOM and CASTEL hereby form a general partnership, pursuant to the laws of the State of Texas, under the name of CABLECOM- GENERAL of Corpus Christi (the "Partnership ") on the terms-and conditions herein set forth. 2. Partnership Office. The principal office of the Partnership shall be at Corpus Christi, Texas, or at such other place as may from time to time be designated by the partners. 3. Scope of Partnership.4Business. The purpose of the partnership Eh all be to construct, operate and maintain communi- ty antenna television systems (hereinafter referred to as "Systems ") in the territory described on the attached Exhibit "A ", which area will be referred to as "Territory ", pursuant to permits and other authorizations issued by the appropriate governmental authorities '( "Permit" and "Permits "). 4. Existing Permits, etc. (a) Promptly after the execution hereof CASTEL will transfer to the Partnership all permits which have been obtained in CASTEL's name and which are-transferable without the approval of others. If the Partnership shall decide that other existing permits should be transferred to the Partnership, applications for permission to transfer shall be made and dili- gently prosecuted. All unassigned permits shall be held by CASTEL solely for use in the Partnership business, and rights arising thereunder shall not be exercised in any other manner. All pending applications shall promptly be amended to substi- tute the Partnership for CASTEL as an applicant. (b) All other properties now or hereafter acquired by either partner for use in the business to be conducted by the Partnership shall promptly be assigned to the Partnership. Each partner agrees to execute and delivef all documents necessary or useful to complete such transfers. S. Management Committee. The Partnership shall be directed by a dommi'tted (the "Management- Committee "), consisting of seven (7) persons, four.(4) of whom shall from time to time be designated by CABLECOM to represent its interests,and three (3) of whom shall from time to time be selected by CASTEL to represent its interests. Either partner may at any time remove its repre- sentatives and substitute others. The members of the Management Committee shall, by majority vote, select a chairman, who shall' be the Chief Executive Officer of Partnership. The Management Committee shall have power to conduct all policy aspects of the business which are to be conducted exclusively by CABLECOM, as described in Section 9, and those requiring unanimous approval under Section 6. Each member of the Management Committee shall have one vote and the Management Committee shall act by majority vote. A majority of its members, present either in person or by proxy, shall constitute a quorum. The Manage- ment Committee shall have the power to fix the time, place and frequency of its meetings and to determine other procedural mat- ters relating thereto. Each member shall have power to grant proxies, which may apply either generally or only to a stated meeting, and members may vote by written ballot or by mail, tele- phone or telegraph. They may also act by executing written con- sents to committee action, without the necessity of holding a meeting. Minutes or other memoranda showing committee actions taken shall promptly be circulated to all members. 6. Matters Requiring Unanimous Consent. Notwithstand- ing any other provision of this instrument, neither the committee nor CABLECOM, as manager under Section 9, shall have any power to act in any of the following matters (the "Designated Matters "), each of which shall require the prior written consent of both partners: (a) sale or transfer of .any operating rights, and any other sale which is not in the ordinary course of the Partner- ship's business; (b) abandonment of rights or operations in any territory; (c) change in the nature of the Partnership's business; (d) any dissolution, excepting those described in Sections 15 and 16; (e) a decision to incorporate the Partnership;.(f) each deci- sion to incur any indebtedness for borrowed money except the bor- rowings provided for in this instrument and notes to banks which mature not later than 90 days after issuance and are in amounts not exceeding $500,000.00 in the aggregate; (g) a decision requir- ing an additional capital investment, or a transfer of funds or other assets from income account to capital account; (h) expansion of the Partnership's business outside of the Territory. None of such Designated Matters may be determined by the Management Com- mittee or by CABLECOM under Section 9, but only by the affirmative written decision of both partners. 7. Equity Capital; Profits and Losses. (a) The partners agree from time to time to invest in the equity capital of the Partnership funds for current and capital needs of the Partnership, in the amounts and manner and at the times specified by the Management Committee, except that: (i) CABLECOM shall not be obligated to invest more than $25,500.00 and CASTEL shall not be obligated to invest more than $24,500.00 until the Partnership has been granted permits, licenses, fran- chises or other types of authorizations satisfactory to the Manage- ment Committee permitting the Partnership to construct, operate and maintain CATV systems serving the City of Corpus Christi, Texas, and all approvals of the Federal Communications Commission have been obtained which, in the opinion of the Management Committee, are necessary to conduct such operations; and (ii) in no event shall CABLECOM be required to invest more than a total of $255,000.00 or CASTEL more than a total of $245,000.00. Such funds shall be made available by the partners on the basis of 51% of each require- ment by CABLECOM and 49% of each requirement by CASTEL. CABLECOM has heretofore invested $25,500.00 of equity capital, so that the next $24,500.00 required will be invested by CASTEL. Funds of the Partnership shall be deposited in accounts of the Partnership in such bank or banks as shall be designated by the Management b Committee. Such funds shatfl g used`'ar.3femployed exclusively in the business of the Partnership. -2- (b) A capital account shall be maintained for each partner, which shall consist of (i) such partner's original capital investment of capital under Section 7(a), plus (ii) all additional capital investments made by such partner, plus (iii) its share of all income transferred to capital account by unanimous decision of both partners, decreased by (iv) all distributions made from such partner's capital account, and (v) its share of those Partnership losses which have been charged to capital account. No distributions may be made from capital account until the loans des -f3_ cribed in Section 8 are paid in full, and then only upon the unani- mous decision of both partners. Partnership capital shall not bear interest. (c) The capital accounts of the partners shall be maintained at all times in the same proportions as their interests in profits or losses of the Partnership, and in case of any dis- crepancy that partner whose capital account is not sufficient to maintain such proportions shall promptly make such investment, in cash, as may be necessary to achieve such proportions. If such partner shall fail to do so promptly un demand, that part of the other's capital account which exceeds his aggregate part of the total Partnership capital shall bear interest at 10% per year until the discrepancy is made good. (d) The partners shall share profits and losses in proportions of 51% to CABLECOM and 49% to CASTEL. An individual income account shall be maintained for each partner. Each partner's share of Partnership profits shall be credited to such account. "Profit" shall mean the cash flow of the Partnership, computed by its independent certified public accounts according to the method described in Section 8(e). Such profit shall be disposed.of as follows:, At any time after the end of the Partnership's fiscal year: (i) CASTEL may withdraw that portion of its income account which is necessary to pay all taxes payable on account of its in- come from the Partnership for such year; and (ii) CASTEL may with- draw sufficient cash to pay the other costs of operating CASTEL and maintaining its corporate existence for the ensuing fiscal year, not exceeding $10,000.00; and (iii) CABLECOM may withdraw amounts sufficient to match (in proportions of 51% to 49 %) such CASTEL withdrawals; (iv) all cash remaining after such payments shall be reinvested in the Partnership business or retained for working capital, to the extent determined by the Committee to be necessary, such amounts being transferred to capital accounts; (v) the balance shall be used for repayment of Partnership debts; (vi) after full payment of all Partnership debts for borrowed money (including but not limited to the debts described in Section 8, the entire balance shall promptly be distributed in proportions of 51% to CABLECOK. and 49% to CASTEL. Costs of operating and main- taining CASTEL shall be determined by the Partnership's indepdn dent certified public accounts and shall not include payments of non - clerical salary, directors' fees, dividends, payments for re- demption of stock or any payment of any kind for operations and investments outside the Partnership business. (e) Partnership losses shall be charged, in pro- portions of 51% to CABLECOM- `an3,•'49 %=`to CASTEL, against the income accounts of the Partners and, after exhaustion of their income accounts, against their capital accounts. -3- (f) The Partnership's books of account shall be kept on the basis of a fiscal year ending November 30, 1968, and on the same day in each subsequent year. (g) To the extent permitted by the Internal Reve- nue Code, or any subsequent federal taxing statute, each partner's distributive share of income, gain, loss, deduction or credit shall be determined for federal income tax purposes in the following man- ner: (a) all expenses, including depreciation, to the extent that such expenses in the aggregate exceed all gross income, shall be deductible by CABLECOM; (b) all investment income tax credits shall be allocable to CABLECOM; and (c) all other items shall be alloca- ble between the partners in accordance with their proportionate shares of Partnership profits and losses. The foregoing alloca- tions shall terminate on the first day of the first month after the Partnership has realized net earnings for a period of two con- secutive fiscal quarters, or three,,years after issuance of all the permits and approvals described in Section 8(a), whichever of such events shall first occur. Thereafter, each partner's distributive share of each item of income, gain, loss, deduction or credit shall be determined in accordance with its proportionate share of Partner- ship profits and losses. 8. Loans Made or Obtained by CABLECOM. (a) Upon the issuance to the Partnership of a permit or other authorization to operate a System in the City of Corpus Christi, which is satisfactory to the Management Committee, and upon receipt of the approvals, if any; which, in the opinion of the Management Committee, may be required from the Federal Communi- cations Commission (and only in such events) CABLECOM shall lend or cause to be loaned monies to the Partnership as required from time to time by decision of the Management Committee, which loans shall in no event exceed the cumulativetotal of $5;000,000.00'(the "Construction Loan" or "Construction Loans "). Such loan shall be made in installments, in the amounts reasonably needed for (i) construction, acquisition and installation of the land, easements, buildings, lines, services, equipment, tools, vehicles and other real and personal property, tangible and intangible, (both like and unlike the foregoing) -required in the Partnership's business; (ii) payment of the costs of obtaining permits and organizing the Partnership; (iii) promotion, advertising and selling; (iv) provi- sion of operating capital; (v) payment of interest during construc- tion; (vi) operating losses during the initial operating period; and (vii) for all other Partnership purposes whether like or unlike the foregoing. (b) The Management Committee shall advise CABLECOM in writing of the amount of each Construction Loan required and within ten (10) days after receipt of such notice, CABLECOM will lend such amount to the Partnership, or cause such a loan to be made to the Partnership. Each partner agrees to cause its repre- sentatives on the Management Committee to vote in favor of such loan promptly after the condi;tionslprecedent described in Section 8(a) have been met and to make prompt requisition of each install- ment, so as to permit rapid construction of the System. -4- (c) (i) Upon receiving each Construction Loan, the Partnership shall execute and deliver to CABLECOM a promissory note payable to the order of CABLECOM (or as CABLECOM directs, if loan is made by another) in the principal amount of such loan (the "Note" or "Notes "); (ii) each note made payable to a lender other than CABLECOM shall contain such terms, other than those set forth in Section 8(c)(iv), as may be required by such other partner. CABLECOM agrees, however, to use its best efforts to obtain an in- terest rate and other terms as favorable as possible; (iii) each note payable to CABLECOM shall bear interest computed annually at a rate which is 3/4 of 1% above the actual interest cost paid by CABLECOM for borrowed money, including imputed interest on compen- sating bank balances required as a result of such borrowings. For example, if CABLECOM borrows $1,000,000.00 at 6% per year and is required to maintain a compensating balance of $200,000.00, then CABLECOM shall receive 6.75% nn $1,000,000.00 even though it has only loaned $800,000.00 to the Partnership. In no event shall such rate be less than 3/4 of 1% above the prime rate in effect on the date of the loan at The Chase Manhattan Bank (N.A.); (iv) interest on each note shall be payable quarterly and the principal of each note shall be payable in full upon the earlier of (A) a date seven (7) years after the first CATV service by the Partner- ship to customers in the Territory is commenced, or (B) December 30, 1976. (d) In no event shall any distribution of any kind be made to the Partners or either of them until all notes have been repaid in full, including accrued interest thereon, except as otherwise provided in Section 7(d) hereof. (e) The Partnership shall have the right to make optional prepayments of principal on notes issued to CABLECOM and its affil- iates at any time and from time to time without notice, penalty or premium and to make optional prepayments on Notes issued to others at any time and from time to time without notice, upon paying the premium required by the lender, but nnly if, in each case, all interest accousing to the date of each prepayment is simultaneously paid in full. The Committee may in its discretion require that all cash flow from operations in excess of the amounts described in Section 7(d)(i) through (iv) be used for such voluntary prepayments. Cash flow from operations shall be determined by the firm o2 inde- pendent certified public accountants who are at that time acting as auditors for the Partnership. Interest on the notes, reasonable accruals for all taxes on the partners measured by income and the cost of all needed capital improvements shall be treated as deduc- tions in determining cash flow from operations. Non -cash expenses, such as depreciation and amortization of the costs of organization shall not be treated as deductions. In all other respects cash flow from operations shall be determined by said accountants according to generally accepted accounting methods used by the Partnership. The decision of such accountants shall be final and binding on the partners. (f) Prepayments of principal shall be in multiples of $1,000.00 and shall be applied against the unpaid balance of those notes designated by the Committee. -5- (g) If CABLECOM's interest in the Partnership shall be acquired by CASTEL pursuant to the provisions of Section 11, or 12 hereof, CABLECOM shall, after completion of such purchase, have no further obligation to lend money to the Partnership or to cause others to do so. All payments of principal and interest on all of the notes shall automatically become due and payable six months after such acquisition. (h) Each note shall be equally and ratably secured by an indenture of mortgage and deed of trust forming a first lien (except for the usual permitted encumbrances) upon all of the pro- perty of the Partnership, including without in any way limiting the foregoing, its System or Systems, its leasehold and fee proper- ties, its permits, franchises and other grants of permission, right or authority to construct, operate and maintain Systems, and all other property, real, personal and mixed, tangible or intangible, than owned or thereafter acquired by the Partnership wherever situ- ated, together with all the rights and privileges pertaining to ;such property. (i) Such notes and Indenture shall be in form satis- factory to counsel for CABLECOM and CASTEL, and if they are not able to agree, the form of such instruments shall be determined by any independent New York or San Antonio lawyer to whom they may jointly refer such questions or, if they are not able to agree upon such a lawyer, by any such lawyer designed by the American Arbitra- tion Association. (j) Notwithstanding any other provision of this instrument, CABLECOM shall not be required to lend or cause others to lend monies to the Partnership if any of the following conditions shall exist at the time the advance would otherwise be -required: (i) litigation by any governmental body for the purpose of preven- ting the construction or operations of the Partnership which are contemplated by this agreement shall be pending or threatened; (ii) general war (materially exceeding the present conflict in Vietnam) shall have been declared; (iii) trading shall be suspen- ded on the New York Stock Exchange or a "bank holiday" shall have occurred „ or (iv) interest rates shall have increased, or the sup- ply of money shall have decreased, or general business conditions shall have deteriorated, in each case to such an extent as to make it impossible or unwise, in CABLECOM's -reasonable judgment, for such loan to be made. 9. Services to be Performed by CABLECOM. (a) CABLECOM shall serve as General Manager of the Partnership and shall have responsibility for day -to -day operation of the systems, but not for the policy matters other- wise reserved to the partners or the Committee hereunder. In case of any disagreement as to whether a given matter lies within the assignment to the Committee or to CABLECOM, the Committee's deci- sion shall govern. As General Manager, CABLECOM shall: (i) at all times have exclusive control of °th& physical plant and equip- ment, including all phases with respect to the installation and operation of the Systems; (ii) keep all necessary books covering the operations of the Systems and render internal auditing and bookkeeping service ordinarily required in the management.of the arrairs and operations of the Systems. The books and all the -6- records of the Partnership shall be available to authorized representatives of CASTEL for examination at reasonable times during regular business hours; (iii) render to the Committee and CASTEL on or about the 25th day of each month an unaudited balance sheet of the Partnership as of the end of the preceding month, and an unaudited statement of its profit and loss for such month and for the period since the end of the preceding fiscal year, all prepared in accordance with generally accepted accounting methods, consistently applied; (iv) make available to the Partnership its preferred operating methods and advise representatives of the Partnership with respect to all phases of :the operation of the Systems. All costs and expenses incurred in connection with performance of the services described in sub- paragraph (i) of this paragraph 9(a) shall be deemed expenses of the Partnership and shall be borne as provided herein. CABLECOM shall be reimbursed by the Partnership for all direct expenses incurred in the performance of services listed in sub - paragraphs (ii) and (iii) of paragraph 9(a) but shall not be reimbursed, except as provided in paragraph 9(b), for indirect expenses such as salaries of the Chief Executive or Chief Engineer of CABLECOM or any affiliated corporation, any front office overhead or sala- ries of persnns not located in the Corpus Christi metropolitan area. CABLECOM is to receive no compensation for the services performed in sub - paragraph (iv) except as provided in paragraph 9(b). (b) As a fee for the services to be rendered by CABLECOM as provided herein and as partial reimbursement of CABLECOM's home office expenses, the Partnership shall compen- sate CABLECOM, as provided in Exhibit "B" annexed hereto. 10. Transfer of CABLECOM's Interest in the Partnership to Affiliates. CABLECOM may, without restriction, sell, assign or otherwise transfer all or part of its interest in the Partnership to one or more subsidiaries or affiliates of CABLECOM, to RKO General, Inc., The General Tire & Rubber Company or to a subsidiary or affili- ate of either of them, but only if the transferee shall execute and deliver an instruipent by which it becomes a party to this agreement and assumes all liability oECABLECOM hereunder. Such assignment shall not release the obligations of CABLECOM, hereunder. The word "affiliate" shall have the same meaning for the purposes of this agreement as in Rule 405 of The Securities and Exchange Commission in effect at the date of this agreement. 11. Rights of First Refusal. Except as provided in Section 10, neither party shall have any right to sell, assign, transfer, pledge or otherwise dispose of or encumber all or any s portion of its interest in the partnership to a third party except in accordance with the following terms and conditions: (a) The partner which desires to sell (the "Selling Partner ") may sell all, but not part of its interest in the Partner- ship. The Selling Partner shall, after receiving any bona fide written offer for said interest from a ,.third party, notify the other partner (the "Remairiirig'Partner")�'in writing of the identity of the proposed purchaser and of the proposed purchase price and terms of payment and any other conditions of the offer and shall enclose a copy of such offer (such notice being referred to herein as the "Offer Notice "). Following the delivery of the Offer Notice, -7 -= the Remaining partner shall have a right, exercisable by giving written notice (the "Acceptance Notice ") within ninety (90) days after receipt of the Offer Notice (the "Notice Period ") to pur- chase all but not less than all of the interest of the Selling Partner specified in the Offer Notice at the price and upon the terms, credits and conditions of the offer. (b) if the Remaining Partner shall fail to properly exercise its right to acquire such interest within the notice per- iod, or if, after giving an Acceptance Notice, the Remaining Part- ner shall wrongfully fail to purchase the interest of the Selling Partner, the Selling Partner shall have the right to sell its in- terest during a period ending thirty (30) days after the end of the Notice Period to the purchaser specified in the Offer Notice at a price at least equal to that contained in the Offer Notice and on terms and conditions at least as favorable to the Selling Partner as those specified in the Offer Notice, it being under- stood, however, that the Selling Partner does not hereby waive whatever claims or remedies it may have in law or equity against the Remaining Partner in case the Remaining Partner elects to pur- chase but wrongfully fails to do so": (c) The rights of the partners and their successors in interest under 11(a) and (b) shall continue as to each successive transfer of any interest in the Partnership. This instrument shall not impose any restriction upon the transfer or encumbrance of the corporate stock of either member of the Partnership. The foregoing right of first refusal shall not apply to any transfer of the in- terest of either partner which occurs by reason of a merger or con- solidation or a sale of all or substantially all of a merger or consolidation or a sale of all or substantially all the assets of the partner in exchange for corporate stock. After any of such transfers the transferred interest shall, however, continue to be subject to this Section 11 and to Section 12. 12. Put and Call Offer. At any time thirty -six (36) months after the date of this instrument, either partner may offer to purchase all, but not less than all of the other partner's in- terest in the Partnership on the following terms: (a) The offer shall be in writing and shall comply with the notice provisions of this instrument. The offer shall specify the price at which the partner making the offer ( "Offeror ") is willing to purchase the interest of the other partner ( "Offeree "). The entire price specified in such offer shall be payable in cash at the closing. (b) Within ninety (90) days after receipt of such offer, the Offeree shall notify the'Offeror in writing either that it elects to sell its interest to the Offeror at the price set by Offeror or that it elects to purchase the Offeror's interest at the price. A failure on the Offeree's part to give such a notice within such period shall constitute an election to sell to the Offeror at the price set forth, i - he,r�offer. (c) All notices of Offerors shall be accompanied either by (i) a performance bond issued by a bonding company au- thorized to do business in the State of Texas which'will guarantee performance by Offeror of the payment of the purchase price or r -8- (ii) by one or more commitment letters of banks, in which such banks agree that they will lend the entire purchase price to the Offeror at the closing, or that they will lend that part of the purchase price to the Offeror at the closing, or that they will lend that part of the purchase price exceeding an amount which Offeror already has placed in escrow with one of such banks un- der conditions requiring that such escrow be used only for the purchase, unless the purchase fails to take place within one year after the deposit. Any notice by an Offeree, electing to purchase the Offeror's interest, shall be accompanied by a similar bond or committment. 13. Closing of Purchases. (a) The closing of any purchase under Section 11 or 12 shall take place at the Partnership's office in Corpus Christi, Texas, at 10 :00 A.M. on the first day which is at least one hundred fifty (150) days after the mailing of the original offer under Section 11(a) or 12(a) and which is not a Saturday, Sunday or legal holiday. At the closing: (i) the Seller shall execute, acknowledge and deliver an instrument of assignment, with full covenants of warranty as to title, power to sell, ab- sence of encumbrances and further assurances, transferring the interest of the Seller in the Partnership, free and clear of all liens and encumbrances whatever; (ii) the Purchaser shall pay the price by a cashier's check of, or a check certified by a na- tional bank in Corpus Christi, Texas; (iii) the Purchaser shall execute, acknowledge and deliver an instrument in which the Pur- chaser assumes and agrees to pay and perform all debts and obli- gations of the Partnership (including those owing by Purchaser and Seller) and to hold the Seller harmless against all consequen- ces of the enforcement thereof against the Seller, except for debts and obligations incurred by Seller in violation of this agreement and without the approval of Purchaser; and (iv) the partners shall execute and deliver such other instruments and take such other steps, if any, as may be reasonably necessary to effectuate such transfer, payment and assumption. (b) (i) After any purchase takes place under Sec- tion 12, the Partnership shall wholly cease and terminate, and neither partner shall have any further obligation to the other hereunder except for pre- existing breaches of this agreement. Without limiting the generality of the foregoing, CABLECOM shall have no further obligation to make or obtain loans under Section 8, (ii) no notice may be given under Section 11(a) while any notice is pending under Section ,12; conversely, no notice maybe giyen under Section 12(a) while a'notice is pending under Section 11(a) . 14. Partners Not General Agents for Each Other. (a) Neither partner shall have any authority to act for, or to assume any obligation or responsibility on behalf of, the other partner, except as expressly provided herein or by further express written agreement between the partners. Each part- ner shall indemnify and hold harmless the other partner, its stock- holders, directors, officers, employees and representatives, from and against any and all losses, claims, damages and liabilities arising out of any act of, or any assumption of any obligation or responsibility by, such first mentioned partner, or any of its stockholders, directors, officers, employees or representatives, done or undertaken, or apparently done or undertaken, on behalf of such other partner, except pursuant to authorization expressly granted herein or by further express agreement between the partners. -9- k (b) The Partnership's business shall be strictly limited to the purposes and activities expressly specified in this agreement and shall not be extended beyond such purposes or activities by implication or otherwise. No provision of this in- strument shall limit either partner in carrying on any other ac- tivity, including ownership and operation of CATV systems in other territories. 15. Term of Agreement. (a) Unless otherwise terminated as herein provided, the term of this agreement shall commence on the date first men- tioned above and shall continue until all permits secured pursuant to this agreement and any and all extensions thereof have been terminated. (b) The Partnership will terminate (i) upon the bankruptcy of either partner or (ii) upon the appointment of a trustee for its assets under any statute relating to bankruptcy or reorganization by reason of involvency, or (iii) by mutual agreement of the partners, or (iv) upon a finding by any court that the partners are hopelessly deadlocked and cannot agree upon one of the matters described in Section 6 hereof. (c) Upon termination the Management Committee shall act as liquidator. It shall sell all assets of the Partnership as a unit for the best price obtainable, at public or private sale, for cash or upon credit or partly in each. If sale as a unit is not feasible at a favorable price, then the Partnership assets shall be sold piecemeal. Neither partner shall have any right to purchase from the liquidator but the rights of both partners to make offers under Section 12 shall continue. (d) The proceeds of all sales shall be used to pay all Partnership debts and obligations, including the loans under Section 8. All amounts remaining shall be used, first, to repay the income account of each partner, and, second, to pay his capi- tal account, and third, 49% of all amounts remaining after such payments shall be distributed to CASTEL and 51% to CABLECOM. 17. Notices, Binding Effect, etc. (a) Unless otherwise expressly provided in this agreement, notices and other communications under or in respect of this agreement shall be deemed to have been sufficiently given or delivered when sent by Registered Mail addressed as follows: IF TO CABLECOM Box 3377 Colorado Springs, Colorado 80908 WITH A COPY TO Regan, Galdfarb, Powell & Quinn 445 Park Avenue New York, New York 10022 IF TO CASTEL M "Bok 2211�� Corpus Christi, Texas 78403 WITH A COPY TO Edmond J. Ford, Jr. 1714 Wilson Tower Corpus Christi, Texas 78401 Addresses for notices may be changed, by notice so given. -10- (b) This instrument contains the entire agreement between the partners. It may not be amended except by an instru- ment'in writing. It shall bind and inure to the benefit of the partners and except as otherwise provided herein, their respective successors and assigns. (c) Paragraph headings are included herein only for purposes of convenient reference, and they shall not affect the interpretation or effect hereof. (d) This agreement shall be governed by and con- strued in accordance with the laws of the State of Texas. CABLECOM- GENERAL, INC, '1W By President ATTEST• , Secretary • - CAS President / Attest: Secretary THE STATE OF COLORADO COUNTY OF EL PASO P The for oing in "'t ment was ackno ge before me t s 'day o `?tf;�m 1949 by ...f �•r`. u�• as President of CAB3.ECOM- GENERAL, INC., an Oklahoma corporation. WITNESS MY HAND and ff'eial Seal. -b ic,Et A's County,Colorado THE STATE OF TEXAS ° ;COUNTY OF NUECES BEFORE ME the xvidersigned authority on this day personally appeared WILLIAMS C. CUNNING.AM, President of CASTEL CORPORATION, cinose name is subscribed to the foregoing instrumenu, and acknowledged to me that the same was the act of the said CASTEL CORPORATION, a corporation, and that he executed the sane as the act of said corpora - f ;f•,lb tioz for the purposes and COT1SZ10rat1On 'therein expressed and in the capacity therein state. r - �� GIVEN UNDER MY HAND AND SEAL OF OFFICE this,:?/—/—day of �,i�,,,�, 19G_�. � l� Notary Public,Nueces.'ounty,Texas The said stockholders acknowledge that they are each of them familiar with the terms of the partnership agreement attached hereto between Cablecom- General, Inc., an Oklahoma corporation and Castel Corporation, a Texas corporation, and of their respective obligations thereunder.to Castel Corpor- ation. Name Name NANC'V X. CTTMMTNnHAM (MRS t? C, ) _ WT .T.T MR CUNNINGHAM BENJAMIN .SHL MAN JR. BENJAMIN ESHLEMAN JR. (AGENT)' u: u: .0 •:u Gu • :u F-P_ 70C'H JR (TRUSTEE) F_P_ 70CH JR.(TRUSTEE) h Y EXHIBIT A ATTACHED TO AND FORMING PART OF THE PARTNERSHIP AGREEMENT BETWEEN VUMORE COMPANY AND CASTEL CORPORATION CASTEL CORPORATION PROPOSED CABLE TELEVISION COVERAGE AREA The "Territory" described in Article III. consists of the County of Nueces, Texas and the City of Corpus Christi, Texas. The Partnership Agreementjshould not be construed as a contract to serve the entire Territory but only those portions of it which the Management Committee from time to time decides to serve. t i EXHIBIT B Attached to and forming part of the Partnership Agreement between CABLECOM- GENERAL, INC., and CASTEL CORPORATION For each fiscal year of the Partnership CABLECOM shall receive, as compensation for the services to be performed under section 9(a) the following amounts: (a) 5% of the first $500,000 of gross receipts actually received during such year, plus r W. 4% of the next $125,000 of such gross receipts, plus (c) 3% of the next $125,000 of such gross receipts, plus (d) 21% of the next $125,000 of such gross receipts, plus (e) 11 of the entire balance of such gross receipts. The term "gross receipts" shall mean only payments representing the regular monthly charge for cable TV service,•lessthat por- tion of such charges which is payable as a'tax or fee to the governmental body granting the cable TV permit, license or fran- chise if the tax is part of the monthly service charge. For example; if the bill sent to the customer is for $6.00 but $1.00 of such $6.00 is indicated thereon for the tax, then only $5.00 would be considered gross receipts; if the customer was billed only $5.00 and the tax of $1.00 was later computed and paid, as -a partnership charge,ftheh'$5.00 would be gross receipts-, such $5.00 not being reduced as a result of the payment of the $1.00 fee by the partnership. It shall not include interest, dividends, rents or other investment income, installation charges or other charges made to the customers (except the regular monthly charge), receipts from the sale of'property of any kind or any other receipt. S a MICROFILMED AUG 14 1973 R AN ORDINANCE 9� GRANTING A FRANCHISE TO CABLECOM- GENERAL OF CORPUS CHRISTI, ITS SUCCESSORS AND ASSIGNS, TO OPERATE AND MAINTAIN A COMMUNITY ANTENNA TELEVISION SYSTEM IN THE �,�i• CITY; SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT } OF FRANCHISE; PROVIDING FOR CITY REGULATION AND USE OF THE COMMUNITY ANTENNA TELEVISION SYSTEM; AND PRE- F SCRIBING PENALTIES FOR VIOLATION OF THE FRANCHISE PRO- VISIONS. WHEREAS, the Cablecom- General, Inc., an Oklahoma corporation, having a permit to do business in Texas, and Castel Corporation, a Texas corporation, having its principal office in Corpus Christi, Texas, here- inafter referred to as "Cablecom ", is now engaged in the audio and video signal distribution business, and in furtherance thereof, proposed to erect s e and maintain certain of its plant construction in the City of Corpus Christi, Texas, hereinafter referred to as "City "; and r� WHEREAS, it is to the mutual advantage of both the City and Cablecom, that an agreement should be entered into between Cablecom and the City establishing the conditions under which Cablecom will operate in the �^► City. (� NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF t CORPUS CHRISTI, TEXAS: (1\ SECTION 1. SHORT TITLE. This ordinance shall be known and may be cited as the "Cablecom- General of Corpus Christi Community Antenna Tele- vision Company Franchise Ordinance ". SECTION 2. DEFINITIONS. A. For the purpose of this ordinance, the following terms, phrases, words, and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular number, words in the singular number include the plural number. The word "shall" is always mandatory and not merely directory. (1) "CITY" is the City of Corpus Christi, Texas. 1 (2) "COUNCIL" is the City Council of Corpus Christi, Texas. (3) "COMMUNITY ANTENNA TELEVISION SYSTEM ", hereinafter referred to as "CATV System" or "System ", means a system of coaxial cables or other electrical conductors and equipment used or to be used primarily ' (J�etir�vycL to receive audio and video signals, directly or indirectly off - the -air, by microwave, and by local origination, and to transmit them to subscribers for a fee. (4) "PERSON" is any person, firm, partnership, association, corporation, company or organization of any kind. (5) "GRANTEE" is Cablecom or anyone who succeeds Cablecom in accordance with the provisions of this franchise. (6) "STREET" is the surface of, and the space above and below, any public street, road, highway, freeway, lane, alley, court, sidewalk, parkway, or drive, now or hereafter existing as such within the City. (7) "SUBSCRIBER" is any person or entity receiving for any purpose the CATV service of the grantee herein. (8) "GROSS ANNUAL RECEIPTS" is any and all compensation and other consideration in any form whatever and any contributing grant or subsidy received directly or indirectly from subscribers or users in pay- ment for television signals received within the City. GROSS ANNUAL RECEIPTS shall not include any taxes on the services furnished by the grantee imposed directly on any user or sub- scriber by any city, state or other governmental unit and collected by the Grantee for such governmental unit. (9) "LOCAL STATION" is a television broadcasting station the Grade A contour of whpch includes the City of Corpus Christi. SECTION 3. CONSTRUCTION. The original written proposal submitted to the City by the grantee herein shall be incorporated into and made a part of this Ordinance. In those instances, upon a finding by the City Council that the terms of the proposal impose a greater duty and obligation upon the grantee, and said proposal is most advantageous to the City, then and in that event said proposal shall govern. Conversely, where there is a determination by the City Council that the ordinance enlarges the duty and obligation of the grantee and is most advantageous to the City, said ordinance shall govern and take precedence over the proposal. -2- FS SECTION 4. GRANT OF NONEXCLUSIVE AUTHORITY. A. There is hereby granted by the City to the Grantee the right and privilege to construct, erect, operate and maintain, in, upon, along, across, above, over and under the streets, alleys, public ways and places now laid out or dedicated, and all extensions thereof, and additions there- to, in the City, poles, wires, cables, underground conduits, manholes, and other television conductors and fixtures necessary for the maintenance and operation in the City of a CATV system for the interception, sale and dis- tribution of audio and video signals, subject to the conditions herein set forth B. The right to use and occupy said streets, alleys, public ways and places for the purposes herein set forth shall not be exclusive, and the City reserves the right to grant similar use of said streets, alleys, public ways and places, to any person at any time during the period of this franchise. SECTION 5. COMPLIANCE WITH APPLICABLE LAWS AND ORDINANCES. A. Grantee shall, at all times during the life of its permit hereunder, be subject to the lawful exercise of the police power by the City and to such reasonable regulations as the City may hereafter establish by resolution or ordinance. To this end, the right is specifically reserved by the City to adopt, in addition to the provisions herein contained and in existing applicable ordinances, such additional regulations as it shall find necessary in the exercise of the police power, provided the same be reason- able. B. Grantee shall operate its community antenna television system in accordance with the laws of the State of Texas, of the Congress of the United States, and the regulations of the Federal Communications Commission which may now or hereafter be applicable thereto. Nothing shall be con- strued to grant Grantee any right or privilege lawfully within the jurisdic- tion of any other regulatory body or agency, and Grantee shall secure and hold all necessary licenses, permits and authorizations as may be required in order to carry on a community antenna television service. -3- SECTION 6. TERRITORIAL AREA INVOLVED. This franchise is related to the present territorial limits of the City and to any area henceforth added thereto during the term of this franchise. SECTION 7. LIABILITY AND INDEMNIFICATION. A. The Grantee shall, upon its acceptance of this Ordinance, and at all times during the existence of any franchise issued hereunder, maintain in full force and effect, furnish to the City, and file with the Council of the City of Corpus Christi, at its own cost and expense, a general comprehensive liability insurance policy, in protection of the City of Corpus Christi, its officers, boards, commissions, agents and employees, in a company approved by the City Manager and in a form satis- factory to the City Attorney, protecting the City and all persons against liability for loss or damage for personal injury, death, and property damage, occasioned by the operations of Grantee under such franchise, with minimum liability limits of $300,000.00 for personal injury or death of any one person and $500,000.00 for personal injury or death of two or more persons in any one occurrence, and $50,000.00 for damage to property result- ing from any one occurrence. B. The policy mentioned in the foregoing paragraph shall name the City of Corpus Christi, its officers, boards, commissions, agents and employees, as additional insured and shall contain the provision that written notice of cancellation or reduction in coverage of said policy shall be delivered to the City ten (10) days in advance of the effective date thereof; if such insurance is provided in either case by a policy which also covers Grantee or any other entity or person than those above named, then such policy shall contain the standard cross - liability endorsement. C. No franchise granted under this ordinance shall be effective unless or until each of the foregoing policies of insurance as required in this section have been delivered to the City. D. The Grantee shall, concurrently with the acceptance of award of any franchise granted under this ordinance, file with the City Secretary, and at all times thereafter maintain in full force and effect for the term -4- of such franchise, at Grantee's sole expense, a corporate surety bond in a company approved by, and in a form to be approved by, the City Attorney, in the amount of $50,000.00, renewable annually, and conditioned upon the faithful performance of Grantee, and upon the further condition that in the event Grantee shall fail to comply with any one or more provisions of this franchise, there shall be recoverable, jointly and severally, onthe principle and surety of such bond any damages or loss suffered by the City as a result thereof, including the full amount of any compensation, indemni- fication, or cost of removal or abandonment of any property of the Grantee as prescribed hereby which may be in default, plus reasonable allowance for attorneys fees and costs, up to the full amount of the bond; said condition to be a continuing obligation for the duration of such franchise and there- after until the Grantee has liquidated all of its obligations with the City that may have arisen from the acceptance of such franchise by the Grantee or from its exercise of any privilege therein granted. The bond shall provide that 30 days prior written notice of intention not to renew, cancellation, or material change, shall be given to the City. E. Neither the provisions of this section, any bond accepted by the City pursuant thereto, nor any damages recovered by the City thereunder, shall be construed to excuse faithful performance by the Grantee or limit the liability of the Grantee under any franchise issued hereunder or for damages, either to the full amount of the bond or otherwise. SECTION 8. PROHIBITION OF PAY -TV. It is hereby declared that the purpose and intent of this ordi- nance does not include any form of what is commonly known as "pay -TV", as defined by the Federal Communications Commission; and is to prohibit any Grantee of any CATV system, under penalty of revocation of franchise, from installing, maintaining or operating on any television set a coin box or any other device or means for collection of money for individual programs. SECTION 9. DISTRIBUTION, DISCRIMINATION. A. The facilities used by the Grantee shall be capable of dis- tributing color TV signals, and when the signals the Grantee distributes are received in color they shall be distributed in color where technically feasible. -5- B. The Grantee shall not grant any undue preference to any person or subject any person within any class of subscribers to any dis- crimination, as to rates, charges, service, service facilities, rules or regulations or in any other respect. -C. All programs of local TV stations and local FM radio stations carried by the Grantee shall be carried in their entirety as received with announcements and advertising and without additions. SECTION 10. SIGNAL QUALITY REQUIREMENTS. A. The Grantee shall produce a picture, whether in black and white or in color, that is undistorted, free from ghost images, and accompanied with proper sound on typical standard production TV sets in good repair, and as good as the state of the art allows. B. The Grantee shall transmit signals of adequate strength to produce good pictures with good sound at all outlets without causing cross - modulation in the cables or interferring with other electrical or electronic systems. C. The Grantee shall limit failures to a minimum by locating and correcting malfunctions promptly. D. The Grantee shall carry local television stations located in Nueces County with their present channel number designations and only with those designations unless the Council, by ordinance, finds that it would not be economically or technically feasible to do so, and permits the trans- mission of local stations on channel number designations other than their present channel designations, E. The Grantee shall demonstrate by instrument and otherwise to subscribers that a signal of adequate strength and quality is being delivered. SECTION 11. OPERATION AND MAINTENANCE OF SYSTEM. A. The Grantee shall render efficient service, make repairs properly, and interrupt service only for good cause and for the shortest time possible. Such interruptions, insofar as possible, shall be preceded by notice and shall occur during periods of minimum use of the system. B. The Grantee shall maintain an office in the City which shall -6- be open during all usual business hours, having a listed telephone, and be so operated that complaints and requests for repairs or adjustments may be received at any time. C. The service furnished by Grantee hereunder to said City and its inhabitants shall be first class in all respects and shall be such as will insure the least danger to life and property. It shall at all times conform to those technical standards adopted from time to time by the FCC and set forth and contained in "The Standards of Good Engineering Practice" adopted and published by said Commission. D. All installations made by the Grantee shall be in good, sub- stantial, safe condition and maintained in such condition at all times. The Grantee shall make no excavations in the street, alleys and public places, without first procuring a written permit from authorized represen- tatives of the City, and all work of such kind shall be done under the supervision of the City authorities and so as to meet the approval of the City's Engineer. No charge will be made by the City for said permit. E. All installations and connections of wires, cables, and lines from Grantee's equipment and facilities to subscribers' residences and buildings shall be made and constructed so that same shall be waterproof and inaccessible to insects and vermin. F. The Grantee shall provide each subscriber with an efficient antenna switch by which the subscriber may easily and conveniently switch his television receiver from the cable input to an antenna for direct off - the -air reception of local and area television stations, at the subscriber's request. G. The transfer of all television signals to Corpus Christi Receiving Site by microwave to be capable of rebroadcast by a nonprofit corporation under the supervision of a school district in Nueces County shall have the following technical specifications: VIDEO Video in . . . . . . . . . . . . . . 1 volt Composite, Neg. Sync, 75 ohms. Video out . . . . . . . . . . . . . 1 volt Composite, Neg. Sync, 75 ohms. Vertical Interval tilt . . . . . . . less than 5% at terminating point. -7- Video bounce . . . . . . . . . . . . less than 5% of PP Video level. Frequency response . . . . . . . . , plus or minus 1 db, 10 cycles to Mc. Differential gain . . . . . . . . . plus or minus .5 db, at 50% APL. Differential phase . . . . . . . . . less than 1% at 50% APL. Signal to Hum ratio . . . . . . . , better than 70 db. Signal to noise ratio . . . . . . . better than 65 db, PP /PMS, weighted. Fad, Margin . . . . . . . . . . . . 40 db, less than .1% of time. AUDIO Audio input . . . . . . . . . . . . 0 db level into 600 ohm. Audio output . . . . . . . . . . . . 0 db level into 600 ohm. Frequency resp. . . . . . . . . . . plus or minus 1 db, 50 cycles to 15 kc. Signal to noise . . . . . . . . . . better than 60 db. Audio Distortion . . . . . . . . . . less than 1 %. SECTION 12. SERVICE TO SCHOOLS. A. The Grantee shall provide such educational telecable service to public school locations and teaching stations within the City for educa- tional purposes upon request of the City at no cost whatsoever to it or the public school system. For the purposes of this ordinance, "teaching stations" shall include, but shall not be limited to, all classrooms, labor- atories, gymnasiums, auditoriums, shops and other places of group instruction as designed by the school system. B. The Grantee shall provide, upon request by the public school system, an inter - school telecast system whereby the school system could tele- cast from the central office of the school district to the various school locations and teaching stations. C. The Grantee shall provide, upon request by the public school system, and where it is not economically unfeasible to do so, for the utilization by the school system of the equipment of the Grantee for the telecast of special programs and events within the system to other school locations and teaching stations in the City. D. The Grantee may, at its election, provide similar service without cost to private schools, including parochial or other religious schools. Grantee shall bring in educational channel KLRN (Channel 9), -8- subject to FCC approval, at no cost to the community, by the use of micro- wave equipment. Such microwave service can be had under contract through Southwestern Bell or other common carrier, or by the installation of micro- wave towers and equipment by Grantee. E. The Grantee, in addition to the educational TV service required to be supplied to the public schools pursuant to Paragraph A above, shall provide the same educational telecable service to the Education Service Center and its teaching stations now located in the City and to those to be located in the City in the future. SECTION 13. OTHER BUSINESS ACTIVITIES. A. The system shall not engage directly or indirectly in the sale or service of television set, accessories or related equipment, other than the servicing of equipment owned by the Company as.. a part of its transmission system. The system shall not suggest, recommend or signle out any television sales or service firm or business establishment to be patronized by its sub- scribers. The Company shall exercise all reasonable influence on its agents, employees and representatives to require their compliance with this Section. B. This franchise authorizes only the operation of the CATV system as provided for herein, and does not take the place of any other fran- chise, license, or permit which might be required by law, of the Grantee. SECTION 14. SAFETY REQUIREMENTS. A. The Grantee shall at all times employ ordinary care and shall install, maintain and use commonly accepted methods and devices for prevent- ing failures and accidents which are likely to cause damage, injuries or nuisances to the public. B. Grantee shall install and maintain its wires, cables, fixtures, and other equipment in accordance with the requirements of the National Electrical Code, 1968 Edition, and any future Codes and amendments thereto adopted by the City Council, in such manner that they will not interfere or conflict with any installations of the City or of a public utility serving the City. C. Grantee shall at all times keep and maintain in a safe, suit- able, substantial condition, and in good order and repair all structures, lines, equipment and connections in, over, under, and upon the streets, side- -9- walks, alleys, and public ways or places of the City, wherever situated or located. D. Grantee shall maintain a force of one or more residing agents or employees at all times and shall have sufficient employees to provide safe, adequate, and proper services for its facilities. SECTION 15. CONDITIONS ON STREET OR EASEMENT OCCUPANCY AND COMMON USER OR LEASE OF FACILITIES. A. Grantee shall use the poles, lines, conduits, cables or other facilities maintained by the telephone and electric companies when and where such facilities can be obtained, provided satisfactory agreements can be entered into with said utility companies, in lieu of constructing its own poles, in order to carry its cables and conduits and other equipment that may be necessary in order to conduct its business in the City. In such case, Grantee shall furnish a certificate which will recite that such an agreement has been entered into, setting forth the terms and duration of the agreement. B. Grantee shall not place poles or fixtures where the same will interfere with any gas, electric or telephone fixture, water hydrant or main, and all such poles or other fixtures placed in any street shall be placed at the outer edge of the sidewalk and inside the curb line, and those placed in alleys shall be placed close to the side lot of the lot abutting on said alley, and then in such a manner as not to interfere with the usual travel on said streets, alleys and public ways. Grantee shall be required to use existing poles, except where service is provided by underground installation. C. In any subdivision of the City where telephone and electric lines and cables are presently existing and serving said subdivision and are located below ground, Grantee shall arrange to place its cables and wires below ground. Furthermore,, where said telephone and electric lines and cables are located above ground, Grantee may arrange to place its cables and wires below ground, with the approval of the Director of Public Works. D. In case of any disturbance of pavement, sidewalk, driveway or other surfacing, Grantee shall, in accordance with regulations now or hereafter applicable to the making of such cuts, and in a manner required -10- by such regulations and approved by the Department of Public Works, replace and restore all paving, sidewalks, driveways or surface of any street or alley disturbed, in as good a condition as before said work was commenced, and shall maintain the restoration in an approved condition for a period of one (1) year. Upon installation of underground cable system, all streets having concrete, hot -mix asphalt, or inverted penetration surface with curb and gutter construction, shall be bored and cables installed in casing. E. In the event that at any time during the period of this Ordinance the City shall lawfully elect to alter, or change the grade of any street, alley, or other public way, or vacate or abandon the same, Grantee, upon reasonable notice by the City, shall forthwith remove, relay or relocate its poles, wires, cables, underground conduits, manholes and other telephone fixtures, at its own expense. City shall have the right, at all times, to require Grantee to change the location of any pole, conduit, line or facility when, in the opinion of the Director of Public Works, the public convenience requires such change, and all expense thereof shall be paid by Grantee. In the event a street or other public way is abandoned, Grantee shall remove all of its facilities therefrom, and restore the premises without delay or cost to the abutting owners or City. F. The Grantee's use of existing utility easements, streets, alleys and public ways may be prohibited in those instances where, in the opinion of the Director of Public Works, said easements, streets, alleys and public ways are overcrowded due to the present existence of utility systems and equipment. G. The Grantee's use of utility easements, streets, alleys and public ways shall be subordinated to the use of said easements by the presently existing utilities and the Grantee herein shall, in the absence of gross negligence and willful conduct of existin& utilities companies, hold the City harmless for any damage to Grantee's wires and equipment located in said easements in the event same are damaged as a result of main- tenance operations performed by the City on the heretofore existing facili- ties, and further, in the event same are damaged by the future installation, construction, extension, addition, maintenance or repair of like facilities by the City or utility companies. -11- H. Grantee shall, upon request of any person holding a building or moving permit issued by the City, temporarily raise or lower its wires to permit the moving of buildings, with the direct cost to be borne by the mover. I. Grantee shall fully comply with all zoning and building regu- lations of the City, and nothing herein contained shall be construed to constitute a waiver of any such regulations. J. Should Grantee refuse or fail to remove or relocate its lines, poles, conduits or other facilities as provided in this or any other provision of this ordinance, City shall have the right to do the work, or cause it to be done, and the cost thereof shall be chargeable to Grantee and collection may be made by court action or otherwise. K. Grantee shall obtain all necessary permits from the Texas Highway Department, The Corps of Engineers, and any other agency having jurisdiction over streets, levees and other public ways in the City, prior to any use of or construction in such streets and other public ways. L. Grantee shall agree to replace or restore to its original condition, or to a condition equal thereto, all privately and publicly owned property damaged as a result of Grantee's installation of or service to its equipment. SECTION 16, TRANSFER OF FRANCHISE. Any such franchise shall be a privilege to be held in personal trust by the original Grantee and cannot in any event be sold, transferred, leased, assigned or disposed of, in whole or in part, either by force or involuntary sale, or by voluntary sale, merger, consolidation or otherwise, without prior consent of the City Council of the City expressed by resolu- tion, and then only under such conditions as may be therein prescribed. The said consent of the City may not be arbitrarily refused; provided, however, the proposed Assignee must show financial responsibility and must agree to comply with all provisions of this ordinance; and provided further, that no such consent shall be required for a transfer in trust, mortgage, or other hypothecation as a whole, to secure an indebtedness. SECTION 17. CHANGE OF CONTROL OF GRANTEE. Prior approval of the City Council shall be required where owner- -12- ship or control of more than 30% of the right of control of Grantee is acquired by a person or group of persons acting in concert, none of whom already owns or controls 50% or more of such rights of control, singularly or collectively. By its acceptance of this franchise, the Grantee speci- fically grants and agrees that any such acquisition occurring without prior approval of the City Council shall constitute a violation of this franchise by the Grantee. SECTION 18. CITY RIGHTS IN FRANCHISE. A. The right is hereby reserved to the City or the City Council to adopt, in addition to the provisions contained herein and in existing applicable ordinances, such additional-regulations as it shall find neces- sary in the exercise of the police power; provided, that such regulations, by ordinance or otherwise, shall be reasonable and not in conflict with the rights herein granted. B. The City shall have the right to inspect the books, records, maps, plans, income tax returns, and other like material of the Grantee at any time during normal business hours. C. The City shall have the right, during the life of this franchise, to install and maintain free of charge upon the poles of the Grantee any wire and pole fixtures necessary for City alarm systems on the condition that such wire and pole fixtures do not interfere with the CATV operation of the Grantee. D. The City shall have the right to supervise all construction or installation work performed subject to the provisions of this franchise and make such inspections as it shall find necessary to insure compliance with the terms of this franchise and other pertinent provisions of law. E. At the expiration of the term for which this franchise is granted, or upon its termination and cancellation, as provided for herein, the City shall have the right to require the Grantee to remove at its own expense all portions of the CATV system from all public ways within the City. F. At the expiration of the term for which this franchise is granted, or upon its termination and cancellation, as provided for herein, -13- the City at its election, and upon the payment of a fair evaluation there- of, to the Grantee, shall have the right to purchase and take over the CATV system in its entirety as well as any other property of the Grantee within said-City related to the franchise and the Grantee's operations thereunder. The above price shall not include, and the Grantee shall not receive, anything for the evaluation of any right or privilege appertaining to it under this franchise. To arrive at a fair evaluation of the value of said property, the City, if it elects to consider this option, shall appoint one appraiser, Grantee shall appoint a second, and the two so selected shall appoint a third; but if they are unable to agree, the third appraiser shall be appointed by the then presiding judge of any Texas District Court having jurisdiction in Nueces County; and the three so appointed shall file a report of their evaluation with both parties within ninety days after the appointment of a third member and the City shall then have the option of whether to buy said property or let it remain under the ownership and con- trol of the Grantee. Upon the exercise of this option by the City and its service of an official notice of such action upon the Grantee, the Grantee shall immediately transfer to the City possession and title to all facilities and property, real and personal, of the CATV business, and the Grantee shall execute such warranty deeds or other instruments of conveyance to the City as shall be necessary for this purpose. The Grantee shall make it a con- dition of each contract entered into by it with reference to its operation under this franchise that the contract shall be subject to the exercise of this option by the City and that the City shall have the right to succeed to all privileges and obligations thereof upon the exercise of such option. Provided, however, that the City shall have the right unilaterally to increase the purchase price provided for above, should it so elect, by an ordinance amendatory hereto. But such rights shall not be construed as giving the Grantee a right to any price in excess of that set forth above. G. After the expiration of the term for which this franchise is granted, or after its termination and cancellation, as provided for herein, -14- the City shall have the right to determine whether the Grantee shall con- tinue to operate and maintain the CATV system pending the decision of the City as to the future maintenance and operation of such system. SECTION 19. MAPS, PLATS, AND REPORTS. A.` Grantee shall prepare and file with the County Clerk a map setting forth its distributing system located within the City, which map shall be corrected and brought up to date from time to time thereafter, and shall be in sufficient detail to assure the City of being currently advised as to the location of the cables and facilities of the system. B. The Grantee shall file annually with the City Secretary not later than sixty days after the end of the Grantee's fiscal year, a copy of its reports to its stockholders (if it prepares such a report), an in- come statement applicable to its operations during the preceding twelve months period, a balance sheet and a statement of its properties devoted to CATV operations, by categories, giving its investment and such properties on the basis of original cost, less the applicable depreciation. These reports shall be prepared or approved by a Certified Public Accountant and there shall be submitted along with them such other reasonable information as the City Council shall request with respect to the Grantee's properties and expenses related to its CATV operations within the City. C. The Grantee shall keep on file with the City Secretary a current list of its shareholders and bondholders. SECTION 20. PAYMENT TO THE CITY. A. As compensation for the rights, privileges and franchises here- in granted, Grantee shall pay to the City each quarter for the life of this franchise, the first payment to be made thirty (30) days after expiration of the first quarter, and within thirty days after the expiration of each succeeding quarter, with the first quarter commencing with the effective date of this ordinance, the following minimum payments and respective percentages of gross receipts received by the Grantee for the rendition of cable antenna service within the City, whichever (cash sum or percentage of gross receipts) is greater. For each quarter of the following respective years, the follow- ing respective percentage and corresponding minimum quarterly payment shall be paid: -15- 1. First year, 6% or minimum of $5,000 per quarter. 2. Second year, 7% or minimum of $12,500 per quarter. , 3. Third year, 8% or minimum of $20,000 per quarter. 4. Fourth year, 9% or minimum of $25,000 per quarter. 5. Fifth year, 10% or minimum of $37,500 per quarter. Concurrent with each such payment, Grantee shall render the City a full, true and complete statement of the revenues upon which the return is based, and for the purpose of verifying the correctness of the same, Grantee's books shall at all reasonable times be subject to inspec- tion and audit by the City. B. Grantee shall procure and pay for all occupational licenses and permits required by the City and /or the State of Texas, and shall pay all ad valorem and other taxes or charges levied on its system and facili- ties, and nothing herein shall be construed to exempt Grantee from any such payments or charges. SECTION 21. FORFEITURE OF FRANCHISE. A. In addition to all other rights and powers pertaining to the City by virtue of this franchise or otherwise, the City reserves the right to terminate this franchise and all rights and privileges of the Grantee hereunder in the event that the Grantee: (1) Violates any provision of this franchise or any rule, order or determination of the City or City Council made pursuant to this franchise; (2) Becomes insolvent, unable or unwilling to pay its debts, or is-adjudged bankrupt; (3) Attempts to dispose of any of the facilities or property of its CATV business to prevent the City from purchasing same, as provided for herein: (4) Attempts to evade any of the provisions of this fran- chise or practices any fraud or deceit upon the City. B. Such termination and cancellation shall be by ordinance duly adopted after thirty (30) days notice to the Grantee and shall in no way affect any of the City's rights under this franchise or any provision of law. In the event that such termination and cancellation depends upon a finding of fact, such finding of fact as made by the City Council or its -16- representative shall be conclusive. Provided, however, that before this franchise may be terminated and cancelled under this section, the Grantee must be provided with an opportunity to be heard by the City Council. SECTION 22. EXTENSION OF SERVICE. The Grantee shall, upon request by any inhabitant of any area of the City where there exists or where there exceeds a density of 35 dwelling (building) units per street mile, extend service to said subscri- ber. Cost to subscriber for extension of service beyond 150 feet from Grantee's primary cable shall not exceed Grantee's out -of- pocket cost for labor and materials. SECTION 23. NUMBER OF CHANNELS AND TYPE OF SERVICE. Grantee's cable distribution system shall be capable of carrying at least twelve (12) television channels. A. From the twelve (12) channels, the Grantee shall at all times operate a minimum of eight (8) channels, which shall include one (1) channel for educational TV and one (1) channel for any other non - commercial service for the benefit of the inhabitants of the City. B. From the twelve (12) channels, the City shall have control over a minimum of four (4) additional channels and such channels could be used only for such purposes as the City might approve, which other purposes would include the assignment of three (3) channels to the public school district for educational purposes with the City to otherwise have such jurisdiction, control and availability with respect to such additional channels as it may elect to exercise. C. The following shall be provided by the Cablecom Corporation and this section shall govern where in conflict with its original written proposal attached hereto and made a part of this ordinance: 1. CBS Channel 10, Corpus Christi, Texas 2. NBC Channel 6, Corpus Christi, Texas 3. ABC Channel III, Corpus Christi, Texas 4. KLRN Channel 9, ETV, Austin, Texas 5. Independent Channel 41, San`Antonio, Texas 6. Independent Channel 39, Houston, Texas, if possible according to the regulations of FCC -17- 7. Five (5) channels designated for Corpus Christi Independent School District on an open or closed basis B. Time and weather channel 9. Stock market and news channel 10. Tourist information channel 11. 24 -hour FM radio stations 12. One (1) mobil unit for color broadcasting 13. Provision of KLRN educational Channel 9 broadcast signal by microwave in accordance with specifications in Section 10, Paragraph G for rebroadcast by local school district and /or local non - profit educational broadcast channel 14. 24 -hour emergency alert equipment, including facilities to pre -empt all cable channels 15. A microphone and camera located in an area where public officials may at any time make announcements or give instructions - installed at police headquarters or where designated by City 16. Cablecom shall construct cable system throughout the corporate limits of the City 17. Cablecom shall construct permanent offices and studio facili- ties 18. All color equipped studio facilities 19. Provision of open or closed circuit broadcast capability to all schools from central location 20. Free service outlets and installation at any or all municipal offices, police and fire stations, public libraries, as the City shall designate 21. Free service outlets and installation for all schools, colleges, non - profit hospitals, with multiple installations. No service or connection charge for additional sets 22. Cablecom shall provide converters to schools and City for use of closed circuit system 23. Cablecom shall provide use of studio facilities at all times to local school district _18 24. Initial installation shall be a duplex system SECTION 24. RATES. A. The following rates, on a monthly basis, and charges are here- by authorized for service under this franchise and shall not be increased by the Grantee during the term of this franchise, and any attempt made by Grantee to increase or to obtain an increase in rates by any method shall be grounds for a forfeiture of the franchise granted herein according to such determination as may be made by the City Council: 1. Initial tap -in and connection charges: $ none 2. For each additional television set connection: $ none B. The rates will be shown for the following type of subscribers: 1. One - family dwellings, one outlet: $4.48 per month Each additional outlet: .48 per month 2. Two.to• four- family dwellings, each separately billed unit: $4.48 per month Each additional outlet: .48 per month 3. Multiple unit dwellings in excess of four units, including motels, hotels and apartments, first connection: $4.48 per month Each additional outlet: .48 per month 4. Commercial establishments, including banks and merchants, one outlet: $4.48 per month Each additional outlet: .48 per month 5. Schools, colleges and hospitals - multiple installations: $ none 6. All subscribers will receive thirty day free trial. SECTION 25. SUBSCRIBER REFUNDS ON TERMINATION OF SERVICE. If any subscriber of the Grantee of less than three years terminates service because of the Grantee's failure to render service to such subscriber of a type and quality provided for herein, or if service to a subscriber of less than three (3) years is terminated without good cause or because the Grantee ceases to operate the CATV business authorization herein for any reason, except expiration of this franchise, the Grantee shall refund to such subscriber an amount equal to the initial extension charge provided in Section 21 hereof, paid by him, and multiplied by a number equal to 36 minus the -19- number of months the subscriber has been on the system. SECTION 26. ACCEPTANCE, EFFECTIVE DATE AND DURATION. A. The rights and privileges herein granted shall take effect and be in force upon the expiration of sixty (60) days from and after the final passage of this ordinance and upon the filing of an acceptance by Grantee with the City Secretary and continue in force and effect for a term of five (5) years after the effective date of this ordinance. Provided, that if such acceptance is not filed within 30 days after the effective date of this ordinance, and the payment of the agreed initial payment for the granting of this ordinance of $150,000 is not paid, or construction of the system author- ized hereunder is not commenced within six (6) months from said date, or the system is not completed and service begun within fifteen (15) months after said effective date, unless extended for good and sufficient reasons by the City Council, provided, upon showing to the City Council that said delay is due to causes beyond control of the Grantee and City Council grants extension. B. If, after Grantee has commenced to operate its system, Grantee shall cease, for a period of over thirty (30) consecutive days, to engage regularly in the business of providing a community antenna service, City, after giving Grantee 30 days notice, may terminate the rights and privileges hereunder and shall have no responsibility or liability to Grantee in so doing. C. By the acceptance of this franchise the Grantee specifically grants and agrees that in the event said franchise is granted for a term of years, which granting of said franchise would be governed by applicable pro- visions of the City Charter, and such charter provisions would compel an election by qualified voters of the City, then and in that event, the Grantee pay the cost of said election. SECTION 27. FORCE MAJEURE CLAUSE. A. If Grantee hereunder is rendered unable, by force majeure, to carry out the terms of this franchise, other than the obligation to make money payments, upon written notice to the City of the force majeure and to- gether with reasonable particulars concerning it, the Grantee's obligations under this franchise shall be suspended during the continuance of the force majeure. -20- B. In the event of any conflict between the terms of this franchise ordinance and any iule, regulation, order or decree of any court of the United States or of the State of Texas or of any agency or regula- tory body having jurisdiction in the premises, the terms of this ordinance shall be deemed amended so as to incorporate the terms of any such rule or regulation, order or decree. C. During the time when the performance of any of the things required under the terms of this ordinance and during the time when com- pliance with any term of this ordinance is interrupted, prevented or enjoined by reason of any order, decree, rule or regulation of any court or government body having jurisdiction in the premises, or by reason of any strike, lockout, labor dispute, weather, act of God or other like force majeure, Grantee shall be excused from compliance with the terms of this ordinance during such period and for a reasonable time thereafter as may be necessary in the opinion of the City Council to bring itself inuo com- pliance with the terms of the ordinance. SECTION 28. PARTIAL INVALIDITY AND REPEAL PROVISIONS. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held invalid or unconstitutional in any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision and such holding shall not affect the validity of the remaining portions hereof. That the foregoing ordinance was read for tliq first time and passed to its second reading on this the -L�&,day of 19�oq by the following vote: Jack R. Blackmon Gabe Lozano, sr. V. A. "Dick" Bradley, Jr. Eduardo E. de Ases Ken McDaniel W. J. "Wrangler" Roberts r x Ronnie Sizemore That the foregoing ordin ce was read fo he second time and pa ed to its third reading on this the day of �[�-e t , 19, by the following vote: Jack R. Blackmon Gabe Lozano, Sr. V. A. "Dick" Bradley, Jr. Eduardo E. de Ases Ken McDaniel �/r1 W. J. "Wrangler" Roberts Ronnie Sizemore That the for ordinance a read for the d time and passed finally on this the day of 19 by the following vote: Jack R. Blackmon Gabe Lozano, Sr. V. A. "Dick" Bradley Eduardo E. de Ases Ken McDaniel W. J. "Wrangler" Rob Ronnie Sizemore PASSED AND APPROVED, this t ATTEST: City SecrLdry P VED AS TO RDyAAYYj�O/F�7� _ I \' � l - , City Attorney FORM ,THIS T" !�� 19: - - The City Of Corpus Christi, Ti;>4as'' CITY SECRETARY . July 27, 1973 Miss B. Karnbouer. Bond 'Department_ Chubb 8 Son, Inc: One Oliver Plaza Pittsburgh, Pennsylvania 15222_ 4 Dear Miss Karnbauer: This wilt'acknowledge your request for the cancellation of 2 a- franchise bond covering the Cableeom- General of Corpus Christi, Inc: Very truly yours, T. Ray Kringg ` City Secretary TRK:kb €• � - f _ _ - ;• _ o �. �..� �,,g� -� S s ice- - s Y =Hues CHUBB & SON INC. . One Oliver Plaza, Pittsburgh, Pennsylvania 15222 • Phone: (412) 391 -6585 June 6, 1973 0 ��; Ag6 Ft�'�k+ V 010 03 City of Corpus Christi City Hall Art: Permit and License Section Corpus Christi, Texas for Franchise Cable TV Re: Cablecom- General of Corpus Christi Inc. (The General Tire & Rubber Company subsidiary) Franchise Bond No. 80482724 for Attachment of Cables to Poles in favor of City of Corpus Christi $50,000 - Eff. 9/17/71 Gentlemen: The General Tire & Rubber Company have requested cancellation of this bond as of March 22, 1973 advising that they sold this subsidiary as of that date. Would you please review your file and let us know if the bond can be cancelled as of that date. If you'feel it cannot be canceled, please advise to this effect so that we can be guided accordingly. Thanks very much for your assistance and cooperation. bk Very truly yours, /e . a — � (Miss) B. Karnbauer Bond Dept. T CHUBB CORPORATION COMPANIES: Chubb & Son Inc • Federal Insurance Company • Pacific Indemnity Company Colonial Life Insurance Company of America -Vigilant Insurance Company- Great Northern Insurance Company- Northwestern Pacific Indemnity Company -Texas Pacific Indemnity Company • Federal Business Products, Inc • Macro Services Corporation ftn, Legal Department FROM' T. Ray Krieg, City Secret SUBJECT: franchise Bond No. 80482M — Cablecom— General DATE: June 12, 1973 , MESSAGE: Please note the request attached for the cancellation of the subject bond and advise if it may be cancelled. Current coverage is on file. Attachment Originator - Do Not Write Below This Line signed G� To REPLY - Write reply, snap out carbon, retain white copy for your files and send pmk copy to originator. oats / / nRlrlNATnR nFTACH ANO FILE FOR FOLLOW UP WRITER'S COPY TO. R. W. Coffin, Legal Department I FROM: T. Ray Kring, City Secreta- SUBJECT: Franchise Bond No. 80482724 - Coblecom- General I DATE: July 20, 1973 MESSAGE: Under date of June 12, 1973, we addressed you as follows: "Please note the request attached for the cancellation of the subject bond and advise if it may be cancelled. Current coverage is on file." Please advise. Originator - Do Not Write Below This Line To REPLY - Write reply, snap out retain white copy for your files and send pink copy to %- 11 '�\ r ORIGINATOR DETACH AND FILE FOR FOLLOW UP WRITER'S COPY TO: R. W. Coffin, Legal Department FROM: T. Ray Kring, City Secretaw SUBJECT: Franchise Bond No. 80482724 - Colecom- General DATE: July 20, 1973 MESSAGE: Under date of June 12, 1973, we addressed you as follows: "Please note the request attached for the cancellation of the subject bond and advisor" 's If it may be cancelled. Current coverage is on file." ti23 5 Please advise'- -) JUL 1973 RECEIVED CITY SECRETARY, Originator - Do Not Write Below This Line signed To REPLY - Write reply, snap out carbon, retain white copy for your files and send pink copy to originator. (p -173 3 REPLY COPY ATIFICATE X22 Z42F26�j� LIBERTY OF INSURANCE nog � MUTUAL DW). �`, I//AV j IJ °j R 1 1' /= INSURANCE COMPANY 1 ` k b ; "EC`I.VED •V Rome Wines: Boston This is to Certify that CITY ,, 4 SE' ETAny �� 4 'Gablecom General of Corpus Christi" rs. y P.O. Box 221.1 �016 ��' Name and Corpus Christi, Texas 78403 address of Insured. L J we WC WC is, at the date of this certificate, insured by the Company for the types of insurance and in accordance with the limits of liability, exclusions, conditions, and other terms of the policies hereinafter described. This certificate of insurance neither affirmatively or negatively amends, extends or alters the coverage afforded by the policies listed below. POLICY NUMBER EXPIRATION GATE TYPE OF POLICY LOCATIONS TO WHICH CERTIFICATE APPLIES L- 681- 0047ll - 083/084/085 1/1/76 Combination Auto & All General Liability L- 681- oo4711- 013/014/015 1/1/76 Workmen's Compensation ) All operations of the ?- 681 - 004711- 033/034/035 1/1/76 Workmen's Compensation ) Named Insured WORKMEN'S COMPENSATION COVERAGE IS AFFORD EO .....'SHE WORKMEN'. COMPENSATION LAW OF THE FOLLOWING a E(S)I WORKMEN'S COMPENSATION LIMIT OF LIABILITY — COVERAGE B All States except Fund States and certain $100,000 self - insured situations. (INDICATE LIMIT FOR EACH STATE) LIMITS OF LIABILITY BODILY INJURY PROPERTY DAMAGE TYPE OF LIABILITY INSURANCE E.ch PSI— E.ch Occurrence Agg,.g.t. E.ch Occurrent. Aggr.g.t. General Liability 1,000,000 1,000,000 5003000 1,0002000 Automobile Liability 500,000 1,0002000 500,000 * Auto aggregate included in General Liability aggregate above - - — All operations of the Named Insured Notice of Cancellation: (not applicable unless a number of days is entered below) Before the above stated expiration date the Company will not cancel or reduce the insurance afforded under the above numbered policies prior to--10_days after notice of such cancellation or reduction has been mailed to rCity of Corpus Christi 302 S. Shorline P.O. Box 1622 Corpus Christi, Texas 78403 L -Attn: Mr. R.M. Coffin, Asst. City Atty. -� �✓� Dated.. at............r ° OhiO-- °° °.. ' ' .....-° -...... .... ��y.- /�,�!1! e��l .................... i2/13/72...dM........... BS 234A RI (1968) Y�,, 1ed AUTHORIZED REPRESENTATIVE USA GENERAL RISTI November 18, 1969 Mr. Robert Coffin City Hall P. O. Box 1622 Corpus Christi, Texas 78403 Dear Bob : Attached are insurance certificates for policy #LC1 -681- 004711 -080 which will replace #LC1- 681 - 004711 -086. You will note that the date of this increased insurance is November 10, 1969. I am sure that there will be no questions now on the excess coverage which we had with our other certificates which you hold. If you have any questions about this, please call me at your earliest convenience. You ver truly, r Will Cunni WCC:je Attach. POST OFFICE BOX 2211 • CORPUS CHRISTI, TEXAS 78403 • (512) 884 -8101 r f 7IFICATE OF INSURANCE This is to Certify that F—Cablecom- General of Corpus Christi P.O. Box 2211 Corpus Christi, Texas L J LIBERTY MUTUAL U. INSURANCE COMPANY Home Office: Boet= Name and E address of Insured. is, at the date of this certificate, insured by the Company for the types of insurance and in accordance with the limits of liability, exclusions, conditions, and other terms of the policies hereinafter described. This certificate of insurance neither affirmatively or negatively amends, extends or alters the coverage afforded by the policies listed below. " POLICY NUMBER EXPIRATION DATE TYPE OF POLICY LOCATIONS TO WHICH CERTIFICATE APPLIES LC1- 681 -004711-080 1/1/73 Combination Auto General Liability All WORKMEN'S COMPENSATION COVERAGE WORKMEN'S COMPENSATION IS AFFORDED UNDER THE WORKMEN'S COMPENSATION LAW OF THE FOLLOWING STATE(.), LIMIT OF LIABILITY— COVERAGE B (INDICATE LIMIT F EACH STATE) LIMITS OF LIABILITY TYPE OF LIABILITY INSURANCE BODILY INJURY PROPERTY DAMAGE Each Parson Each Occurrence Aggregate Each Occurrence Aggregate General Liability 500,000 1,000,000 1,000,000 500,000 1,000,000 Automobile Liabilify 500,000 1,000,000 1,000,000 500,000 1,000,000' ALL OPERATIONS OF THE NAMED INSURED The City of Corpus Christi is an additional insured with respects to operations being performed by the named insured for or on behalf of the mtnicipality. No +ice of Cancellation: (not applicable unless a number of days is entered below) Before the above stated expiration date the Company will not cancel or reduce the insurance afforded under the above numbered policies prior to 30 days after notice of such cancellation or reduction has been mailed to f City of Corpus Christi Corpus Christi, Texas 78403 Attn: City Kanager 1 10 6 .... --at Dated.. ...�. -9 ....... Jt_�B1_r �..__ ....... . BS 234 A R4 119681 POlned AUTHORIZED REPRESENTATIVE USA r '� ®F INSURANCE This is to Certify that FCablocora— General of Corpus Christi ?.0. Box 2211 Corpus Christi, Texas d _ LIBERTY MUTUAL INSURANCE COMPANY Home Orflcol Boston Name and address of Insured. L J is, at the date of this certificate, insured by the Company for the types of insurance and in accordance with the limits of Itability, exclusions, conditions, and other terns of the policies hereinafter described. This certificate of insurance neither affirmative]), or negatively amends, extends or alters the coverage afforded by the policies listed below. ' POLICY NUMBER EXPIRATION DATE TYPE OF POLICY LOCATIONS TO WHICH CERTIFICATE APPLIES LC1- 681 - 004711 -080 1/1/73 Combination Auto General Liability A11 t •, WORKMEN'S COMPENSATION WORKMEN'S„COMPENSATION COVERAGE IS AFFORDED UNDER THE WORKMEN'S COMPENSATION LAW OF THE FOLLOWING IITATE(S)I ' LIMIT OF LIABILITY— COVERAGE B (INDICATE LIMIT FOR EACH TE) LIMITS OF LIABILITY " TYPE OF LIABILITY INSURANCE BODILY INJURY PROPERTY DAMAGE Each Perron Eaeh Occerreaee Aggregate Each Occurrence I Aggregate General Liability 500,000 1,000,000 1,000,000 500,000 1,000,000 Automobile Liability 500,000 1,000,000 1,000,000 500,000 1,000,000 ALL OPERATIONS OF THE NAMED i- NSURED The City of Corpus Christi is an additional insurod with respects to operations being par£or:ned by the named insured for or on behalf of the municipality. Notice of Cancellation: (not applicable unless a number of days is entered below) Before the above stated expiration date the Company will not cancel or reduce the insurance afforded under the above numbered policies prior to 30 days after notice of such cancellation or reduction has been mailed to city of Corpus Christi Corpus Christi, Texas 78403 Attn: City iianager f o Dated ....LI �� 7 ..................at..... Akron,.. Ohio...... ?ls....... � � ... �....z -1.. fua � ..._ _...._... BS 134 A R4 (1968) PnnMd AUTHORIZED REPRESENTATIVE USA ' pC� q�pp I gFg�IgggCApTE OF IQ'�YSW.7G6ANCE This is to Certify that Cablocom- Gonoral of Corpus Christi D.O. Box 2211 Corpus Christi, Texas LIBERTY MUTUAL C. YNSURANCE COMPANY Home OtricGl Boston Name and ( t address of Insured. L J is, at the date of this certificate, insured by the Company for the types of insurance and in accordance with the limits of liability, exclusions, conditions, and other terns of the policies hereinafter described. This certificate of insurance neither dffirmatively or negatively amends, extends or alters the coverag5 afforded by the policies listed below. ' POLICY NUMBER EXPIRATION GATE TYPE OF POLICY LOCATIONS TO WHICH CERTIFICATE APPLIES LCi- 681 - 004711 -080 1/1/73 Combination Auto ' General Liability °� All WORKMEN'S COMPENSATION WORKMEN'S eCOMPENSATION COVERAGE IS AFFORDED UNDER THE WORKMEN'S COMPCHSATIOH LAW OF THE PO4LOWING STATE(6), LIMIT OF LIABILITY COVERAGE B • (INDICATE LIMIT FOR EACH STATE) LIMITS OF LIABILITY ' BODILY INJURY PROPERTY DAMAGE TYPE OF LIABILITY INSURANCE Each P—.. Each Occurrence Agg,.gafe Each 0,--.. Agg,,g,f, Gonoral Liability 500,000 1,000,000 1,000,000 500,000 1,000,000 ADt ... bila Liabiliy 500,000 1,000,000 1,000,000 500,000 1,000,000 ALL OPERATIONS OF THE NAMED INSURED 'Iho City of Corpus Christi is an additional insured with rospacts to operations being pe'rfor:.ed by the namod insured for or on behalf of the municipality. Notice of Cancellation: (not applicable unless a number of days is entered below) Before the above stated expiration date the Company will not cancel or reduce the insurance afforded under the above numbered policies prior to 30 days after notice of such cancellation or reduction has been mailed to amity of Carpus C;zristi 7 Corpus Christi, Texas 78403 r'_ttn: City Kanager f LDated .. ..I10Ld9 - °...^1ed.......t..... &TO11 . Ohio.....Z?ls._.... ......... ,® ..- _....... BS 234 A R4 (1960) AUTHORIZED HORIZED REPRESENTATIVE USA vl _ CABLE ision - October 1, 1971 /s f` rR Mr. T. Ray Kring ti �av R• { �y Secretary Corpus Christi, Texas Dear Mr. Kring: Attached is bond number,80482724a.issued by.the Federal insurance Company of New York City. The bond replaces the'one held by you and issued by Liberty;Mutual.: Very truly yours, Marion L. Patten District Manager N MLP:je CAGLECOM- GENERAL OF CORPUS CHRISTI ' DRAWER E / PHONE 512 888.5785 CORPUS CHRISTI, TEXAS 78405 - • , • "THE SPARKLING CITY BY THE SEA" ' r - - BOND Bond No. 80482724 THAT we, CABLECOM- GENERAL OF CORPUS CHRISTI, Texas as Principal and THE FEDERAL INSURANCE COMPANY OF NEW YORK, a New Jersey Corporation, as Surety, authorized to do business in the State of Texas, are held and firmly bound unto the City of Corpus Christi, Texas in the sum of FIFTY THOUSAND AND NO /100 DOLLARS 650,000.00) to be paid in the lawful money of the United States of America, for the payment of which, well and truly to be made we bind ourselves, our successors, heirs, executors, administrators and assigns jointly and severally firmly by these presents. NOW, the condition of this obligation is such that, whereas the above bounden Principal, has by Ordinance No. 9470, dated August 27, 1969 of the City of Corpus Christi, Texas, been granted a franchise for the purpose of constructing, operating, and maintaining a Community Antenna Television System within the City of Corpus Christi, Texas. NOW THEREFORE, if the CABLECOM- GENERAL OF CORPUS CHRISTI, Texas shall faithfully keep and perform the conditions, covenants and regulations of Ordinance No. 9470 of the City of Corpus Christi, Texas, then this obligation shall be void and of no further force and effect, otherwise to remain in full force and effect. This obligation is further conditioned that if the Principal fails to comply with the terms and conditions of Ordinance No. 9470 and each regulation imposed there- under, there shall be recoverable jointly and severally from the Principal and Surety of such bond any damages or loss suffered by the City as a result thereof, including the full amount of any compensation, indemnification, or cost of re= moval or abandonment of any property of the grantee as prescribed hereby which may be in default plus a reasonable allowance for atto`rney's fees and costs, up to the full amount of the bond. The condition of this bond is a continuing obli- gation for the duration of the franchise granted and any renewal thereof. THIS obligation may be cancelled by said Surety by giving thirty (30) days' notice in writing of its intention not to renew or to cancel to the said City of Corpus Christi, Texas; and the said Surety shall be relieved of any further liability under this bond thirty (30) days from receipt of said notice by the said City of Corpus Christi thirty (30) days prior written notice of its intention to materially change this bond. SIGNED, SEALED, AND DATED THIS /% day of,,a.�(�, -c I¢- , 1971. CABLECOM- GENERAL OF CORPUS CHRISTI'' By: President, Ca lecom-Ge ral IInn ., Managing Partner THE FEDERAL INS CE CCta By: COUNTERS SWAN ON BY: Corpus Christi, Texas '�- Certified Copy of POWER OF ATTORNEY $itt,nu g1I iI¢n hg #[peserraetlts, That the FEDERAL INSURANCE COMPANY, 90 Job. Street, Now. York, New York, a New Jersey Corporation, has constituted and appointed, and does hereby constitute and appoint DoYiald W. Stevens and Selma M. Greening of Akron, Ohio — — — — — — — each its true and lawful Attorney -in -Fact to execute — — — — — — — — — — — — — — — under such designation in its name and to affix its corporate seal to and deliver for and on its behalf as surety thereon or other- wise bonds or obligations on behalf of GENERAL TIRE & RUBBER COMPANY, THEIR SUBSIDIARIES AND DIVISIONS — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — in connection with bids or proposals to or with the United States of America, any State or political subdivision thereof or any person, firm or corporation. And the execution of such bond or obligation by such Attorneys -in -Fact in this Company's name and on its behalf as Surety thereon or otherwise, under its corporate seal, in pursuance of the authority hereby conferred shall, upon delivery thereof, be valid and binding upon this Company. In WphiPSB 301pPriMt, the said FEDERAL INSURANCE COMPANY has, pursuant to its By -Laws, caused these presents to be signed by its Vice President and Assistant Secretary and its corporate seal to be hereto a®xedthis 13th day ofMay 19 71 FEDERAL INSURANCE COMPANY By RAIN OFiw%.+. icwati_ Qt �'•%0 Frederick C. Gardner w: °.tea Viao- President Walter LaForge Assistant Secretary STATE OF NEW YORK County of New York On thial3 th day of May 19 71 , before me personally came Walter LaForge, to me known and by me Imown to be Assistant Secretary of the FEDERAL INSURANCE COMPANY, the corporation described in and which executed the foregoing Power of Attorney and the said Walter LaForge being by me duly sworn did depose and say that be resides in the City of New York, in the State of New York; that he is Assistant Secretary ois the FEDERAL INSURANCE COMPANY and knows the corporate seal thereof; that the seal affixed to the foregoing Power of Attorney is such corporate seal and was thereto affixed by authority of the By -Laws of said Company and that he signed said Power of Attorney as Assistant Secretary of said Company by like authority; that he is acquainted with Frederick C. Gardner and knows him to be Vice President of said Company, and that the signature of said Frederick C. Gardner subscribed to said Power of Attorney is in the genuine handwriting of said Frederick C. Gardner and was there- to subscribed by authority of said By -Laws and in deponent's presence. Acknowledged and Sworn to before me ........... „ on Me date above written shy,• �N. %p ••r Notary Public MARY K. BENDICK NOTARY Public, State of New York • •' a° s No. 24- 0287960 Qualified in Rings County "'ruuuummepP,a Certificate filed in New York County Commission Expires March 80, 1973 Form 12437 (11.70) ) -9269 (3M) CITY AND COUNTY OF NEW YORK: as. I, the undersigned, Assistant Secretary of the FEDERAL INSURANCE COMPANY, do hereby certify that the following is a true excerpt from the By -Laws of the said Company as adopted by its Board of Directors on March 11, 1953 and amended January 2, 1964 and that this By -Law is in full force and effect. "ARTICLE %IS, Section 2. All bonds, undertakings, contracts, powers of attorney, and other instruments other than as above, for and on behalf of the Company which it is authorized by law or its charter to execute, may and shall be executed in the name and on behalf of the Company either by the Chairman or the Vice - Chairman or the President or a Vice - President, jointly with the Secre- tary or an Assistant Secretary, under their respective designations, except that any one or more ofcem or attorneys -in -fact designated in any resolution of the Board of Directors or the Executive Committee, or in any power of attorney executed as provided for in this section, may execute any such bond, undertaking, or other obligation as provided in such resolution or power of attorney." And I further certify that I have compared the foregoing copy of the POWER OF ATTORNEY with the original thereof and the same is a correct and true copy of the whole of said original Power of Attorney and that said Power of Attorney has not been revoked. And I further certify that said FEDERAL INSURANCE COMPANY is duly licensed to transact fidelity and surety business in each of the states of the United States of America, District of Columbia, Puerto Rico, and each of the Provinces of Canada with the exception of Prince Edward Island; and is also duly licensed to become sole surety on bonds, undertakings, etc., permitted or required by law. %%�ZX Given under my hand and the seal of said Company at New York, N. Y., this � /_........ _,.....,day of x - _.19-241- • A avat t Secretary �� BOND Bond No. 80482724 THAT we, CABLECOM- GENERAL OF CORPUS CHRISTI,, Texas as Principal and THE FEDERAL INSURANCE COMPANY OF NEW YORK, a New Jersey Corporation, as Surety, authorized to do business in the State of Texas, are held and firmly bound unto the City of Corpus Christi, Texas in the sum of FIFTY THOUSAND AND NO 1100 DOLLARS 650,000.00) to be paid in the lawful money of the United States of America, for the payment of which, well and truly to be made we bind ourselves, our successors, heirs, executors, administrators and assigns jointly and severally firmly by these presents. NOW, the condition of this obligation is such that, whereas the above bounden Principal, has by Ordinance No. 9470, dated August 27, 1969 of the City of Corpus Christi, Texas, been granted a franchise for the purpose of constructing, operating, and maintaining a Community Antenna Television System within the City of Corpus Christi, Texas. NOW THEREFORE, if the CABLECOM- GENERAL OF CORPUS CHRISTI, Texas shall faithfully keep and perform the conditions, covenants and regulations of Ordinance No. 9470 of the City of Corpus Christi, Texas, then this obligation shall be vdd and of no further force and effect, otherwise to remain in full force and effect. This obligation is further conditioned that if the Principal fails to comply with the teens and conditions of Ordinance No. 9470 and each regulation imposed there- under, there shall be recoverable jointly and severally from the Principal and Surety of such bond any damages or loss suffered by the City as a result thereof, including the full amount of any compensation, indemnification, or cost of re= moval or abandonment of any property of the grantee as prescribed hereby which may be in default plus a reasonable allowance for atto'rney's fees and costs, up to the full amount of the bond. The condition of this bond is a continuing obli- gation for the duration of the franchise granted and any renewal thereof. THIS obligation may be cancelled by said Surety by giving thirty (30) days' notice in writing of its intention not to renew or to cancel to the said City of Corpus Christi, Texas; and the said Surety shall be relieved of any further liability under this bond thirty (30) days from receipt of said notice by the said City of Corpus Christi thirty (30) days prior written notice of its intention to materially change this bond. SIGNED, SEALED, AND DATED THIS /% day of ,,�(,t�r /. e - , 1971. CABLECOM- GENERAL OF CORPUS CHRISTI By: President, Ca Ca- a ral Inp., Managing Partner THE FEDERAL INSU CE Cd�ALIY BY: O r COUNTERS N SWANT ON BY: - Corpus Christi, Texas �= i AEPHONE MESSAGE STD form 36 (Rev: 6 -58) Date To ,.1 of (company) q � a.m. called at ! .33_ p•m. and left the following y� message- Please return call= Phone No. Returned your call= Will call again= By: AEPHONE MESSAGE SPD form 36 (Rev. A -5$) Date TO M 4 -Wn� l wnn nw �w id7t iL.iti Of (�i �4 �4„�H/ (company) -avnr.- called at p'm' and left the following message: r �AA r ,Y o „ . o e- Please return call❑ Phone No. Returned your call= Will call again Q By:— -JK Certified Copy of POWER OF ATTORNEY Kuvw lily i2rn by ;f se VYPIIC 1o. That the FEDERAL INSURANCE COMPANY, 90 John Street, New. York, New York, a New Jersey Corporation, has constituted and appointed, and does hereby constitute and appoint Donald W. Stevens and Selma M. Greening of Akron, Ohio — — — — — — — each its true and lawful Attorney -in -Fact to execute — — — — — — — — — — — — — — — under such designation in its name and to affix its corporate seal to and deliver for and on its behalf as surety thereon or other- wise bonds or obligations on behalf of GENERAL TIRE & RUBBER COMPANY, THEIR SUBSIDIARIES i AND DIVISIONS — — — — — — — — — — — — — — — — in connection with bids or proposals to or with the United States of America, any State or political subdivision thereof or any person, firm or corporation. And the execution of such bond or obligation by such Attorneys -in -Fact in this Company's name and on its behalf as Surety thereon or otherwise, under its corporate seal, in pursuance of the authority hereby conferred shall, upon delivery thereof, be valid and binding upon this Company. In 31{tnp1W 31* =f, the said FEDERAL INSURANCE COMPANY has, pursuant to its By -Laws, caused thesepresents to be signed by its Vice President and Assistant Secretary and its corporate seal to be hereto affixedthis 13th dayofMay 19 71 FEDERAL INSURANCE COMPANY BY Frederick C. Gardner WQ' •,Q Vice- President Ia hFWJE.. welter I.AForge Assistant Secretary STATE OF NEW YORK 3 as.: County of New York On tbie1 3th day of May 19 71, before me personally came Walter LsForge, to me known and by me known to be Assistant Secretary of the FEDERAL INSURANCE COMPANY, the corporation described in and which executed the foregoing Power of Attorney and the said Walter LaForge being by me duly sworn, did depose and say that he resides in the City of New York, in the State of New York; that he is Assistant Secretary of the FEDERAL INSURANCE COMPANY and knows the corporate seal thereof; that the seal affixed to the fore going Power of Attorney is such corporate seal and was thereto affixed by authority of the By -Laws of said Company and that he signed said Power of Attorney h% to Secretary of said Company by like authority; that he is acquainted with Frederick C. Gardner and knowe him to be Vice President of said Company, and that the signature of said Frederick C. Gardner subscribed to said Power of Attorney is in the genuine handwriting of said Frederick C. Gardner and was there- to subscribed by authority of said By -Laws and in deponenVa presence. Acknowledged and Swam before'me .jpOBN rn a, on the date above written s►.o _ Notary Public :fie , A Bl1G N � U ' ?� MARY S. BE . NOTARY Public, State e of of Now York ky � `1�,a's No. 24- 0237960 Qualified in Kings County �• „�Fn'�ea Certificate filed in New York County Commission Expires March 30, 1973 Foram 12437 (11.70) 1 -9269 (3M) CITY AND COUNTY OF NEW YORK: as. I, the undersigned, Assistant Secretary of the FEDERAL INSURANCE COMPANY, do hereby certify that the following is a true excerpt from the By -Laws of the said Company as adopted by its Board of Directors on March 11, 1968 and amended Tanuary 2, 1964 and that this By -Law is in full force and effect. "ARTICLE %I% Section 2. All bonds, undertakings, contracts, powers of attorney, and other instruments other than as shove, for and on behalf of the Company which it is authorized by law or its charter to execute, may and shall be executed in the name and on behalf of the Company either by the Chairman or the Vice- Chairman or the President or a Vice- President, jointly with the Secre- tary or an Assistant Secretary, under their respective designations, except that any one or more officers or attorneys -in -fact designated in any resolution of the Board of Directors or the Executive Committee, or in any power of attorney executed as provided for in this section, may execute any such bond, undertaking, or other obligation as provided in such resolution or power of attorney." And I further certify that I have compared the foregoing copy of the POWER OF ATTORNEY with the original thereof and the same is a correct and true copy of the whole of said original Power of Attorney and that said Power of Attorney has not been revoked. And I further certify that said FEDERAL INSURANCE COMPANY is duly licensed to transact fidelity and surety business in each of the states of the United States of America, District of Columbia, Puerto Rico, and each of the Provinces of Canada with the exception of Prince Edward Island; and is also duly licensed to become sole surety on bonds, undertakings, etc., permitted or required by law. Given ununder Bmyy hand and the seal of said Company at New York, N. Y., this— of s+a t Secretary HOME OFFICE OF MARYLAND BALTIMORE ti. Ff._ PAUL E. REDDINGTON HARRYJ.BOUND ASSOCIATES City of Corpus Christi Corpus Christi, Texas Re: #58 27 916 - Cablecom- General of Corpus Christi, Inc. .Gentlemen: In accordance with the terms of the above captioned bond, we hereby give notice to cancel said bond days from receipt of this notice. V my yours, •F. X. Linsenmeyer FXL:maz �$b BONDING [W INSURANCE - 4 F. X. LINS ENMEYER 822 LEADER BUILDING C0LUMBU8 SERVICE,0FFICE rte-; Ma 5 ROOM 48 -U EAST BROAD BLDG.' NEILJ. J. FIELDS 771-7080—AREA COOS 27 B COLUMBUS; 0HIO43210 i ABEOCIATE MANAGER CLEVELAND 44114 R. 4 BOLLENS PAULJ. FLEMING, JR. IN CHARGE ASSISTANT MANAGER TELEPHONE 2244040 MORTON W. MEIER August 17,,1971 AREA CODE 614 PAUL E. REDDINGTON HARRYJ.BOUND ASSOCIATES City of Corpus Christi Corpus Christi, Texas Re: #58 27 916 - Cablecom- General of Corpus Christi, Inc. .Gentlemen: In accordance with the terms of the above captioned bond, we hereby give notice to cancel said bond days from receipt of this notice. V my yours, •F. X. Linsenmeyer FXL:maz �$b REt�- IFFOSIT REPORT STD. $6 (Rev. i -0) Date TOs IFROMs ACCOUNTING DIVISION City Secretary Dates of Recei t Numbers Receipts ON From 'Thru DESCRIPTI OF R�'C AMOUNT Check No. 51 for $5,000 from Cablecom GPr�eral as payment of the fourth quarterly franchi 3 fee. °�— `Y — 55,000.00 n ' r Tax Office Receipt No. �.� Total Deposited • i 5, 000.00 Tax Office Representative - „r)% Division .,ad T. Ray Kring by Joice Watson i ACCOUNTING DIVISION ONLY Receipts Accounted for ITotal Verified Against Deposit Entered in Cash Rer;ort Sheet 4 (Revenue Ledger Account — •CABLE ision December 4, 1970 City of Corpus Christi P. O. Box 1622 Corpus Christi, Texas 78403 Gentlemen: Enclosed herewith you will find check # 51 from Cablecom- General, Inc. dated November 30, 1970 in the amount of Five Thousand Dollars ( $5,000.00 ), in payment of the fourth quarterly fran- chise fee. As you know, this completes the first twelve months of the franchise period and reflects a total payment of Twenty Thousand Dollars ( $20,000.00 ), to the City. Yours very truly, l Williams C. Cunningh WCC:je Encl. (1) CC: RMC P g R H WEIR • e A� .y i t s. a ` 1(Y CABLECOM -GENERAL OF CORPUS CHRISTI _ DRAWER E / PHONE S12 BBS -5765 _ CORPUS CHRISTI. TEXAS 76408 "THE SPARKLING CITY BY THE SEA" i Minutes Regular Council Meeting August 23, 1972 Page 9 Department, which is Partially funding this project, needs the right -of -way immediately as apn ;truction is ready to commence. k, That the reconstruction of Ren Garza Gymnasium be accepted as complete and that final payment of $25,291.50 representing the 1Q% retainoge be made to the contractor, Floyd CQpper Construction Company. 1. That the City Council concur with the Planning Commission's recommendation that no parr dedication be required from the 215 acre Padre Island Golf Course. m. That CableCom- general be granted a twelve -month extension to their "substan- tially omplete" deadline. They Were granted a six month extension in February and have made progress during this period of time, Monthly status reports of their operation have been reviewed since the extension in February and will continue until the installation is complete. n, That a epntrgpt be authorized with the Texas Water Development Board for a 12 -month study of the effect of fresh water inflow on Nueces and Corpus Christi Bays, The study is to be made by the University of Texas Marine Science Institute at Port Aransas under contract with the Texas Water Development Board at a cost of $42,510. o. That a proposed � -year lease of 10.85 acres of undeveloped land in South Guth Pqrk on the west side of Ennis Joslin Road to Curran L. Garrett for a turfgross nursery not be granted; that the Park Board be requested to review the use of park land in connection with the request of the Qso Kickball League to use the property. P. That the City Manager be authorized to accept a 5,512 -acre area out of Lots 12 84 13, Section 17, Flour Blyff & Fncinol Farm & Garden Tracts, located immediately north of Egyptian Ploce Unit #3, for land dedicated in Ijeu of a cash settlement of $1,740.83. The area abuts the Oso Municipal Golf Course and in the future could be included in the expansion of the golf course as well as serving as q buffer area between the Oso Sewer Treatment Plant and the re &ldential development to the west, q. That the City Manager be authorized to sign an application for the 1973 Library Services and Construction Act Grant, and 1973 membership in the Corpus Christi Area Library System under the Texas library Systems Act, be authorized, The application states that the City will continue to serve as a Major Resource Center and will allow City expenditures E ,Minutes Regular Council Meeting December 2, 1970 Page 4 j. That Parcel #15 for Bayfront Open Space be acquired from Dr. and Mrs. L.W.O. Janssen for $12,952,50 and that $13,147.50 be appropriated, including $195 for closing cost and related expenses; k. That the request of Central Power & Light Company to cover meters with Christmas decorations along Chaparral and Laguna Streets adjacent to its prop- erty from December 3, to December 28, 1970, be approved, effectuating an extension of the 2 -hour free parking for two blocks; 1. That the City Manager be authorized to advise the Corpus Christi Inde- pendent School District that the City will install water heating equipment at Meadow Park Swimming Pool (approximately $4,730) and allow and encourage School District use of the pool throughout the school year with the School District to Q reimburse the City for the installation over a two -year period and pay the cost of gas; m. That the authority to advertise for bids to be received on December 23, 1970, for oil and gas leases on a park in Glen Royal Subdivision (1.055 acres), v r Woodlawn Recreation area (3,244 acres), be granted; n. That Section 26 of the Cable Com Franchise and 12 month construction n approved by the City Council on August 26, 1970, due to Celia damages, fied by advising Cable Com by letter that the effective,date of the Franchise mber 26, 1969, the original date to complete construction was February 26, d the revised construction date is now February 26, 1972; o. That the plans and specifications for the improvement of Gollihar, from Ayers to Kostoryz, be approved, and the authority to advertise for bids to be received on January 6, 1970, be granted; (The plans provide a 61' street from back of curb to back of curb, providing a four foot sidewalk and a 5 foot area between the curb and sidewalk. Two lanes will be provided in each direction plus parking with no parking at major intersections with left turn lanes; p. That the following substitute judges and polling places be approved for the December 5, 1970, election: Substitute Polling Places - Precinct #15, W. C. Regmund Garage; Precinct #29, F. J. Kassner Residence; Precinct #68, Cook's Garage, 1308 Annapolis; Substitute Judges - Precinct #8, Mrs, Robert E. Clark; Precinct #15, Pat McDonough, Jr.; Precinct #17, W. C. Gwynn; Precinct #18, Katherine Qualia and J. R. Busby; Precinct #31, Plutarco Acuna; Precinct #33, A. H. Ramos; Precinct #46, Mrs. Daniel Martinez; Precinct #48, Mrs. Jimmy Mosier; Precinct #50, Minutes ,Regular Council Meeting August 26, 1970 Page 6 , g. That the date of September 16, 1970, at 2 p.m. be set for a public hearing on the application of the Hutchins, Goodloe, and Wheeler interests and E. I. du Pont de Nemours t rand Company, for change of zoning from "R -1A" to 111 -3" on a portion of the Bay between the F Ship Channel and San Patricio County adjacent to the Reynolds Plant; " h. That annual supply contacts be awarded to the following bidders awarded on the Y i basis of low bid meeting specifications and most advantageous to the City, for a total amount of $270,278.55: (Bid Tabulation 439 -70) F CRYSTAL PETROLEUM COMPANY, Corpus Christi - 1, 197,300 gallons of gaso n_e 94 octane $185,258.16 HOWELL REFINING; COMPANY, Corpus Christi 250, 0 gal Ions No. I diese ue u @ .1625 gal. less disc. $40,503.13 143,000 gallons No. 2 diesel fuel (bulk) @.625 gal. less disc. 23,167.79 5,995 gallons No. 2 diesel fuel (drum) ' @ °.19 gal. less disc. 1,135.31 64,806.23 GULF OIL COMPANY, Corpus Christi - 7,572 gallons of solvent 1,590.12 ! 1,020 gallons of anti - freeze 1,125.00 2,715:12 _ CONTINENTAL OIL COMPANY, Corpus Christi 18,979 gallons engine 9i l, 7,070 lbs. chassis grease, 922 gallons transmission fluid, 8,040 lbs. gear lubricant, 4,410 gallons " hydraulic oil, 550 gallons torque fluid, 740 gallons form oil 16,219.54 990 lbs. special purpose oil, 480 lbs. straight mineral gear lubricant, 360 lbs. extreme pressure gear lubricant, 360 lbs. circle and circle shoe lubricant. 1,279.50 17,499.04 $270,278.55 i . That the request of Cable Com of Corpus Christi for a one -year extension of the construction period requested because of damage created by Hurricane Celia to that portion of the system already installed and the need to re- engineer because of power and telephone system changes and pole moves, be granted in accordance with the provisions of the franchise which { became effective on October 26, 1969, with provisions for a 15 -month construction period which would be through January 26, 1971, and the provision that the Council, for good and sufficient reasons and having been shown that the delay. is "due to'causes beyond control of�the Grantee," may grant extensions. Fidelity and Deposit Company HOME OFFICE OF MARYLAND BALTIMORE 21203 BOND #58 27 916 'THAT we, CABLECOM- GENERAL OF-CORPUS CHRISTI, INC., Texas as Principal nd FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a Maryland corporation, as Surety, authorized to do business in the State of Texas, are held and firmly bound into the City of Corpus Christi, Texas in the sum of FIFTY THOUSAND AND W100 - -- ($50,000.00) DOLLARS to be paid in the lawful money of the United.States of America, for the payment 6f'whtch, Weil and truly to be made we bind ourselves, our successors, heirs, executors, administrators and assigns jointly and severally firmly by these presents. Orr' the condition of this obligation is such that, whereas the above ound;en Principal, has by Ordinance No. 9470, dated August 27, 1969 of the City of Corpus Christi, Texas, been granted a franchise for the purpose of constructing, operating, and maintaining a Community Antenna Television System within the City of Corpus Christi, Texas. NOW THEREFORE, if the CABLECOM- GENERAL OF CORPUS CHRISTI, INC., Texas shall faithfully keep and perform the conditions, covenants and regulations of Ordinance No. 9470 of the City of Corpus Christi, Texas, then this obligation shall be void and of no further force and effect, otherwise to remain in full force and effect. This obligation is further conditioned that if the Principal fails to comply with the terms and conditions of Ordinance No. 9470 and each regulation imposed thereunder, there shall be recoverable Jointly and severally from the Principal and Surety of such bond any damages or loss suffered by the City as a result thereof, including the full amount of any compensation, indemnification, or cost of removal or abandonment of any property of the grantee as prescribed hereby which may be in default plus a reasonable allowance for attorneys fees and costs, up to the full amount of the bond. The condition of this bond is a continuing obligation for the duration of the franchise granted and any renewal thereof. THIS obligation may be cancelled by said Surety by giving thirty (30) days notice in writing of its intention not to renew or to cancel to the said City of Corpus Christi, Texas; and the said Surety shall be relieved of any further liability under this bond thirty (30) days from receipt of said notice by the said City of Corpus Christi thirty (30) days prior written notice of its intention to materially change this bond. SIGNED, sealed and dated this 17th day of September 1969 CAB. G 0' f3R'tl$ HF.ISTI, � J BY FIDELITY AND DEPOSIT COMPANY YLAND , F. R. Linsenmeyerr, Attorney -in -Fact APPROVED: State of Ohio f • °� . FIDELI AND DEPOSIT COMPANY OF°MARYIAND ` CITY ATTORNEY 1 e' BY: e V. A. BROWN G, ATTORNEY IN`FAC J State of Texas G1121 -30M, 1.66 171316 Power°of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND HOME OFFICE, BALTIMORE, MD. KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corpora- tion of the State of Maryland, by WM. H. C. GRIFFITH , Vice- President, and M. A. KELLY , Assistant Secretary, in pursuance of authority granted by Article VI, Section 2, of the By -Laws of said Com- pany, which reads as follows: - "The President, or any one of the Executive Vice - Presidents, or any one of the additional Vice - Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the Sec- retary or any one of the Assistant Secretaries, to appoint Resident Vice - Presidents, Resident Assistant Secretaries and Attorneys - in -Fact as the business of the Company may require, or to authorize any person or persons to execute on behalf of the Company any ° bonds, undertakings, re :es, stipulations, policies, contracts, agreements, deeds, and releases and assignments of judgments, decrees, mortgages and instruments in the nature of mortgages, and also all other instruments and documents which the business of the Company may require, and to affix the seal of the Company tbereto." does hereby nominate, constitute and appoint William S. Price, John H. Trueheart, Roland F. w Bonewitz, V. A. Browning, Max D. Scott, Douglas I. Stockman and Marvin M. Durrenberger, all of Houston, Texas, EACH ....................... . I true an aw u agent and Attorney -in -Fact to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and alb bonds and undertakings, . , •EXCEPT bonds on behalf of Independent Executors, Community Survivors and Community Guardians •.. A_nU the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Company, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowl- edged by the regularly elected officers of the Company at its office in Baltimore, Md., in their own proper persons. This power of attorney revokes that issued on behalf of William S. Price, etal, dated April 6, 1965, and Marvin M. Durrenberger, dated July 13, 1966. The said Assistant Secretary does hereby certify that the aforegoing is a true copy of Article VI, Section 2, of the By -Laws of said Company, and is now in force. IN WITNESS WHEREOF, the said Vice- President and Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seal of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this - 8th ............. day of ........... September ............................ A.D. 19----66 ATTEST: FIDELITY AND DEPOSIT COMPANY OF MARYLAND (SIGNED) M A, KELLY WM, H, C, GRIFFITH __ SESL Assistant Secretary Vice - President e-: STATE OF MARYLAND CITY OF- BALTIMORR f On this 8th day of September , A.D. 19 66 before the subscriber, a Notary Public of the State of Maryland, in and for the City of Baltimore, duly commissioned and qualified, came the above -named Vice - President and Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the precedin instrument is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTimpNY WHEREOF, I have hereunto set my hand and affixed my Official Seal, at the City of Baltimore, the day and year first above written. (SIGNED) .- ............................ EVELYN-_D.-- JONES----- ---------- - --------- - (SEAL) Notary Public Commission Expires_J.uly,l- ,.••1967• CERTIFICATE r 1, the undersigned, Assistant Secretary Of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the original Power of Attorney of which the foregoing Is a full, true and correct copy, is in full force and effect on the date of this certificate; and I do further certify that the Vice - President who executed the said Power of Attorney was one of the additional Vice - Presidents specially authorized by the Board of Directors to appoint any Attorney -in -Fact as provided in Article VI, Section 2 of the By -Laws of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND. This Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors. of the' °• +, FIDELITY AND DEPOSIT COMPANY of MARYLAND at a meeting duly called and held on the 19th day of October, 1966. RESOLVED: "That the facsimile or mechanically reproduced signature of any Assistant Secretary of the Company,-whether heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and ` .4 binding upon the Company with the same force and effect as though manually affixed. �- IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said Company,. this Z,• .....__.- ._.._._1.7. th -__._ —day Df- Se -Mtember ............ 19 -62 - --- -- ------------ /(s6 -- - -- -/��i� L1619 —Cd. U ssisfnnt Secretor Power'of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND HOME OFFICE, BALTIMORE, MD. KNOw ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corpora- tion of the State of Maryland, by WM. H. C. GRIFFITH, Vice - President, and J. C. McHUGH , Assistant Secretary, in pursuance of authority granted by Article VI, Section 2, of the By -Laws of said Com- pany, which reads as follows: "The President, or any one of the Executive Vice - Presidents, or any one of the additional Vice - Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the a Sm- reWy or ny one of the Assistant Secretaries, to appoint Resident Vice - Presidents, Resident Assistant Secretaries and Attorneys - in -Fact s athe business of the Company may require, or to authorize any person or persons to execute on behalf of the Company any bonds, undertakings, recognizances, stipulations, policies, contracts, agreements, deeds, and releases and assignments of judgments, decrees, mortgages and instruments in the nature of mortgages, and also all other instruments and documents which the business of the Company may require, and to affix the seal of the Company thereto." does hereby nominate, constitute and appoint F. X. Linsenmeyer, Neil J. Fields, R. C. Bollens, Paul J. Fleming, Jr. all of Cleveland, Ohio, EACH .................. Itsnd lawful agent and Attorney -in -Fact, to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and all bonds and undertakings ...................� IQ the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Company, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowl- edged by the regularly elected officers of the Company at its office in Baltimore, Md., in their own proper persons. This power of attorney revokes that issued on behalf of F. X. Linsenmeyer, etal, dated November 8, 1967. The said Assistant Secretary does hereby certify that the aforegoing is a true copy of Article VI, Section 2, of the By -Laws of said Company, and is now in force. IN WITNESS WHEREOF, the said Vice - President and Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seal of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this . .............. h-hh------ --------------- -------day of ------------------ Fahr _nary....................... A.D. 19--6.8 ATTEST: FIDELITY AND DEPOSIT COMPANY OF MARYLAND SIGNED) - - j-------------- ----------.I_.. C_ 14rRUG.0 ....................... By----------------------------- -......._NM,...H__C- ---GRIFFITH -SEAL Assistant Secretary Vice - President STATE OF MARYLAND } SS: CITY OF $ ALTIMORE f On this 6th day of February , A. D. 19 68 , before the subscriber, a Notary Public of the State of Maryland, in and for the City of Baltimore, duly commissioned and qualified, came the above -named Vice - President and Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal, at the City of Baltimore, the day and year first above written. (SIGNED) ..-_ . ---- ...................... FRANK.G MEURER------------- ----- - --• (SEAL) Notary Public Commission Expires ..July,_,1, 1969 CERTIFICATE I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the original Power of Attorney of which the foregoing Is a full, true and correct copy, is in full force and effect on the date of this certificate; and I do further certify that the Vice - President who executed the said Power of Attorney was one of the additional Vice - Presidents specially authorized by the Board of Directors to appoint any Attorney -in -Fact as provided in Article VI, Section 2 of the By -Laws of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND. This Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 16th day of July, 1969. RESOLVED: "That the facsimile or mechanically reproduced signature of any Assistant Secretary of the Company,- whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed." IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the Said Company, this -- ....... 17th - -- ....._._...__day of..._Se-ptember 1062 ... d. r L1419 —C ecrilary Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND HOME OFRCE, BALTIMORE, MD. KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corpora- tion of the State of Maryland, by WM,H, C, GRIFFITH , Vice - President, and J, C, Mc HUGH , Assistant Secretary, in pursuance of authority granted by Article VI, Section 2, of the By -Laws of said Com- pany, which reads as follows: a. tn"The President, or any one of the Executive Vice - Presidents, or any one of the additional Vice - Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the Sec- retary or any one of the Assistant Secretaries, to appoint Resident Vice-Presidents, Resident Assistant Secretaries and Attorneys- ,. -Fact as the business of the Company may require, or to authorize any person or persons to execute on behalf of the Company any bonds, undertakings, recognizances, stipulations, policies, contracts, agreements, deeds, and releases and assignments of judgments, decrees, mortgages and instruments in the nature of mortgages, and also all other instruments and documents which the business of the Company may require, and to affix the seal of the Company thereto." does hereby nominate, constitute and appoint F.X. Linsenmeyer, Neil J. Fields, B.C. Bollens, and Paul J, Fleming, Jr„ all of Cleveland, Ohio, EACH, , , , , , , , , , , , , , , , , , , s rue an lawful agent and Attorney -in -Fact, to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and all bonds and undertakings, , , , , , , , , , , , , , , , , , , A t—fFe execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Company, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowl- edged by the regularly elected officers of the Company at its office in Baltimore, Md., in their own proper persons. This power of attorney revokes that issued on behalf of F.X. Linsenmeyer, etal, dated November 8, 1967. The said Assistant Secretary does hereby certify that the aforegoing is a true copy of Article VI, Section 2, of the By -Laws of said Company, and is now in force. IN WITNESS WHEREOF, the said Vice- President and Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seal of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this ........................ 6th ............................. day of ------------------ F ebruarY........................ A.D. 19.68.... ATTEST: FIDELITY AND DEPOSIT COMPANY OF MARYLAND (SIGNED) J- C McHUGH By TSf H C, GRIFFITH (SEAL) Assistant Secretary Vice - President STATE OF MARYLAND l SS: CITY OF BALTIMORE f On this 6th day of February , A.D. 19 68 before the subscriber, a Notary Public of the State of Maryland, in and for the City of Baltimore, duly commissioned and qualified, came the above -named Vice - President and Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal, at the City of Baltimore, the day and year first above written. (SIGNED) FRANR G, MEURER (SEAT.) Notary Public Commission Expires.July...l CERTIFICATE I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the original Power of Attorney of which the foregoing Is a full, true and correct copy, is in full force and effect on the date of this certificate; and I do further certify that the Vice - President who executed the said Power of Attorney was one of the additional Vice - Presidents specially authorized by the Board of Directors to appoint any Attorney -in -Fact as provided in Article VI, Section 2 of the By -Laws of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND. This Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 19th day of October, 1966. .t RESOLVED: "That the facsimile or mechanically reproduced signature of any Assistant Secretary of the Company;` whether�� :. heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed.' _ C IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said Company, this ........... _...1.7th ........... _ ............. day of..._ September.. ....._ ........... _...,19._6.9.. ------------------- - - -,t' L1419 —C:f. - PUBLISHER'S AFFIDAVIT ' ;STATF, OF TEXAS, Cop ty of Nueces. 1 11 Before me, the undersigned, a Notary Public, this day personally came ... ..................... .... .. . . .. ' ._,Leland G. Barnes . . . . ........... .............. who being first duly sworn, according to law, says that he is the, .................... Claasifie l..Mana .a r .. ............................... of the Corpus Christi Caller and The Corpus Christi Times, Daily Newspapers published at Corpus Christi, Texas, in said County and State, and that the publication of legal ..- Koti.ce-- --ORD1NANGE.. N�. —. 9.4.20...---------------------- ............... -..................... ................... _......_ ----- -- of which the annexed is a true copy, was published in th e... az: c..TIMOLS .... ...... ... .......... on the 3: day of.... .Se-ptrembar- .......... 19...69, #31 A ...........................mil XAM.................... quy nq y& -------- _ ------------ :................................ ................... ...... ....Times. $--------------- - - - - -- -- e3 -9.95 . - -- - -- - -- - L 1 nd G. Barnes; Adv. Mgr. Subscribed and sworn to before me this .. ............ of...... .....-- -..... 19... - ..... � y apt; bey.._....- b9� Louise Vick _ tt v�..._....._... –.. Notary Pubic, Nueces County, Texas PUBLISHER'S AFFIDAVIT 'STATE OF TEXAS, lss; t County of Nueces. J Before me, the undersigned, a Notary Public, this day personally came ... ... .. ... ..................... .. - ! ePl nd.. g?,---- Grazn e�q ......... ................... who being first duly sworn, according to law, says that he is the Claasif -i.ed- -Marla -ger ...... . . . . .. ..................••• of the Corpus Christi Caller and The Corpus Christi Times, Daily Newspapers published at Corpus Christi, Texas, in said County and State, and that the publication of Leka� .Np i.0 . - -- - -AN.. ORDINANCE_..- FRANCISE_TO_CABLEC0D1 *GENERAL-- -OF -_C of which the annexed is a true copy, was published in ........... TH3...UkkZRX._ Times .... .......................••• - - - -- on the .-- ? -1... day of ........... J.UI —V .......... .. .... ..19.29.. -, and once each ............ day. ........ thereafter for.... 3...................... more day on August 8, 1969. C2MKMxk= ------------------------------------------------------- ............... 2- ............ -. rotes. $- ......3 $1. :24............ ......_.... 2;ng B*MMIgir' . S ubscribed and sworn to before me this .............. 29- -day of......... A7 lguati .... ......... ....----------- 9•--b$-•--• Louise Vick ,,Notary Public, Nueces Conn axes M of Imuole strength to produce mr,fimte which Will smite mar such if -t alecis to ,...Id., this plan, W plctLbr,, with good s°Und of all a Srmment ha- been entered into, shall appoint one appraiser, the fWa Iljis githout Ing s-mo0u s HInB fall iM1e terms 'ntl dUrollon shall opPOipt seccntl, aM the two Ion inn the robles Inferferrinp of the agreement. Ivcfel shall appoint a ih he Pa firms ter electrical or electronic B. Grantee Shall ant place poles or 'If' Mey are n ble to aaree, the ihiI TM Granim Shall Ilmit (allures fixtures where the Same will Interfere pprpiser hall be appointed by the a minimum by Iocating and CT with any gas, Iedrit Or telephone th n pr¢Siding Judge t udY Texas rtes m,M._ iians promptly, fixture, water hydrant r main, and District Court having Iuriftllchm in all h palm o they fixlu res N,pCm Caunry; antl the three s D. Tile Grantee shall carry local placed In street shall be plvcM apnamlM shall file a report of then Ievisl rations located in NUlces }the outer ege of the sidewalk and ¢ luvtian with born portion within anely wllh Ihelf pa^enb ha I Inside Me curb Tine, antl M.. placed °loots dams altef Ma aOPOinimenl of designations (1 niy ifh in alloys Shall be places close t° the q IniI a bet ntl the Cdy 5M1O11 s designations unless the Council, sftle lal Ilne f the lot abultin� on loan have In a Ilrn of whether 10 erdlnance, hods that 11 uld n t saitl °Iicoy, ntl then ins h ° buy sold pnrowpncrl5 or Icl If ! pin K mic,liy or Icchnl«ily imzi- ¢ t to interfere with the usual actor the er cap and control a In II so, and Permits the trans- travels on said streets, IICys vnd jhc Grontce 11sslop f local stations ° channel public ways Gran Be hail be rC- Upon Me exercise of this option by caber Oesignofions alh•r Than their suites }o k existing poles, except the Gry and Its Service Of on official uesem channel designations. where servkC is provided by under- °lice Of such action upon the Gran r)? 711. Gr °ale. hall demcnsfrole ground in5lall°ti°n, lee, the o therC Shall sessi ."'.sy iy i trument and otherwise In Su In ny subtlivlslon of the City transfer t° the City Pp55ession ° d tNx that a signal f vdmuare where telephone antl eleciflc lines Idle in all facilities ntl propertY• trelth and quality is being dell'- °ntl cvbies are presently existing and real and personal, Of the CATV buss ,ed. Serving Id subtlivlslon °ntl are la- n¢5 ,antl the Grad shall ¢ a to SECTION 11. OPERATION AND Cited below grouts. Grantee shall such warranty do S or other initru- NAINTENANCE OF SYSTEM. ron0e io place its robles and wires fs of Covcyaance t-,,, the Ciry us A ll The Grantee shall ender eff- he ow around . Fufrhersearb, where �cll be ec s y for 5 pum0se 'bed scrvlce, make r<paln Orapefly, sold t.,a,hane and elecirle Ilnes °ntl The Granleeesnoll ke It a adl- -Ilimtanlermpt Xrvim ly far goad Cables a local d above grountl, }ion of each contract entered Into by yy�leyyy,�(yy ntl }°r the sh°Nest lime possl- Gr°mee °y ar arlg< to place is ,t n,,in r /ef¢pc. }p Its operation Such Interrupllonz, Insofar as cables antl wires below ground, with der ihisefrancMSa that the contract IbIC, shall be preceded by nail« the approval of the Director of Pub- shall be subject to the r IX 11s�k shall dent during periods of he Works, this option by the City antl that the nlllimum use of the system D. In case °f any disturbance a of Clty hall have the nnht t° succeed ®® The Grontce nail 'fain an oaycment, sitlewaik, tlrlvewo ib to all prlwler, and obligation tfice In the Ctty whim shallnbe open a rfvGnl g. Grantee shall, In vor inere°I pan the xercise f s h 1u inn II u bmtners hours, =n vrdancc ifh gulvllanz n Anon Provided, hvwevef, that fhb listed telephone, and be so hereafter applicable t° the makingg f C-ty shall nave the right unnatenlly ,ter led iM1af mploinfs atl r - ch Cuts. and In a manner regalfed Increase iM1e pu enaX price pro• casts rot repairs a Idlusfineall py such regulabans antl approved try iaesn BBr hose, Snawd H X die=t. toy be rescivetl at any 'lime the Department If PbIC Works, re- by ° ° tllnan« a e dalary hereto C. The servi<I tunishad by Granlee Wlvte d restore all pa Cle9, (side- But Such igMS Shall not be ° 1arras+ntler r° s°itl Ciry antl Ns Inhob- asks, drivewa r ° ° ifued as Slvinn the Gfontee a right b shall be first class In ail r street or alley dlstulbed, In as good ep ny price ezC." of Mor et Ios-H d snail be su h will v ronditlOn as before said work was forte above the risure the least danger to 11 el c I 111e and ro tB ut, ,lva�M SFr ACA nrai atIf.. G, Alice Me expinotion of the term arts nn O1 year°." upon far hlch this franchise is granted, tlBP tl from ti 10 time by the v offer Its termination and oncella- Installalion of underAround roblesl - fion, a proyided for herein, the City FCC d e} forth d antvU st In rem, all streets having 'snail nave Tne Stet to determine Inels %ndvrtls of Good CEngginearinq hvl -mix a pholti Inverted pone- wnarhef the Granlee shall continue to Pr0.Tica" adoples and Wblishetl by iratbn furfa« wslhic b and gutter prate and rain the CATV Ys- loid )All Installations q°nstructi°n, hall be bared ° d Co. BOO' oca pentlinp the tle In the of Mo City D. IAII inslollatlons Me by the bias Installed in v Ing. s to Me lutura mteno^ce and r nlI a shall be in good, Substanfial, E. In the event that of rIV limo as of such system. safe Condition and maintained in such tluring the Period of this Ordinance SECTION 19. MAPS, PLATS, AND ditlon of all times.ThC Grontce the City Shall lawfully eloet to alter, REPORTS ,hull Ica ire no ex °lions in the o change the gradC of any Stnesl, A Grantee hall prepare and file ,tree},,alleys and pubic places, with. ailed', or tithe, public way, or vvcale With the County Clerk a map sell luf /lrst aresurmg a w llten permit or handim the some, Grantee, upon forth Its distributing system locates j utberizetl representatives f e n ble notice by the Cilyn, shalt within the Cdy, which map shall be be Cify, and all k Of such kind jorthwifh r move, lay ° locate reefed atl brought up to date Noll be tlonen tler the u orvishm its pales, wires, -blend -dergre.ad form time to time thereafter, antl nem8latV authorities antl Sales fo dulls, manholes d °Met tole- shall be in sufflcicnt deMll to IS V Me a MenI of the Citys Ertga pane flxh Ica, of Its w expense the City of being currently tl- No tllome will be made by Me City shall hoe the fight, t all �, d as t° ibe location of the cables �ify fdf said permit times, to require Grantee M change antl faglliles of the system. E,' All InSMllatlans aM conamlians iM1e location of any pole, candid} nge B. The Granlee SM1all rile annually "E,' cables and tins from or facility when, In the opinion of Tne with the Ciiy Secretary net Idler than xraetm's equipment and Mcllllies to Director of Public Works, the public sixty days after she end of the Gran• bscribers' residences aM buildings calvenlence fequires such change, tee's fiscal year, may of Us', r hall be made and constructed s, antl all expens thereof shall be Dodd ports to its stockholders (if e - bet `some hall be waterproof and by Granter, In the event a stms r pares s h r port), an Income scesefible to Insects and vermin. char public Wa Is ahendoned, Gran - nF The Grantee shall Itle each a Iptemenf applicable }° its op¢rottanz pro' fee shall rem v all Of Its facillt an during the preceding twelve month. S •uhscriter '1h n efficient antenna therefrom, and restore Me paremises Priori, balance sheet and a fato- .Wlfeh by W%Cnh the subscriber y without tlelvy or cast fo the bWting t of Its p P.0-es devoted b sll' antl co van- 'I•, s•••. :h hs ..Bar r Ciry CATV operations, by Categories, Of .1-1, receNer efroIs the able F_ rThe Grantee s use of exlsling ng Its Investment and such opr- Pat 1 antenna for direct Oth Wilily vos¢maniso, streel, Ileys ,M j.a an the basis of arias nal std less healr cupfion al Imps qIs arm public ys m y be prohibited In }he applc°bin depreciation These re- eNvlsle stanons, al the subscriber's those instincas where, in the °pinion ppfis shall be prCpafed Or approved rmU., of the Dffector of Public Works, Said by t Cerrlfibe Public Accountant and G. a transfer of all television easements, streets, alleys and public there shall be cubic Ac along with flgnols ro Carpus Christi Receiving ways are overcrowded due to the them such other rented al informa- ilfe by mlcrowanve to be Capable of present existence of utility systems t-on as the City Council shall request broadcast e, nmoralt mlla- v d equipment' Ilh res fen der the, S of °school G. TI, anlce's use °1 utility poet }° iha Grantee's ONcer- IIs1r/Ct M NIe County snail hove Basem is creels. aileYS and public o,, °ntl expenses %21 1:d t° is al ne Polle�.•inq technical spzCihcaton5 Sy sh011 be sou^ordin."d to the Use Perofidns within the Gty. VIDEO of old e° is by the presently C The Gryanlee hall keep o file due Mi......1 v*It ]5 ahan, a' hereIn shall,llin Me °thence of rprmes of tIS sharieh °Iderst and abontlhokerzl Ides Out .....i vvit Composite, Neu• ggiiga ^ca antl willful candvct of ex SECTION 20. PAYMENT TO THE Sync, 75 ohms. isfing °fildfes m doles, hold the CITY 'CNim+l Mlerval Tilt.... Less }hen Grp City hanmle5s far ny damage to p As tom idea Bounm ....less Mlonts oflpfnPP 4a)o saidlessements uln The la eel Privileges d5n ran Chile, h r, Video level, some are damaged as a result of "M`d. Grantee shall pay to the requ cs, response .. plus Or minus m°Inte rm operations performed by ran each the fir for the b(I le this S' lo 10 cycles to 8MC Me Gty an the .hemtOfO existegg frbnhisa the first payment ll be Iffer lot Selo plus or minus .5 b, facilities, a d further, -in the e } de Thirty (JO) days after eW Ira - at yor„ APL ° e damage by the fufure ins f the first quarter, d within Iffq'm lal phase... Lass than ire al Installation, co frirclson, ee onslan, thirty days after the expiration f SOri APL dd l,a, i tenoned r Palr 1 h su cos quarter, with the filOrT�°Nnrs =,vnv ...- better than like facilities by the [sty a utility first ve dot c s romance, with the TO DS m pontes, effective dote at this orOmancI the gMl la nets! RaHO bettef than H. Groat¢e null, Uma request °{ f=mr minfmum payments and fa- :1 ..� 65 db, pP /RMS, Weighted _holtl no a building f spMVVe prcenlages of gross re «tats - 52e-Mergin .. d0 OB, less "than .I ro o °Ying perms} issued by the CIty, i etl by Me Grnnfee for the ren- of time temparmlly raise or bwer Ifs wfres de flan °f Cable antenna service within AUDIO fo permit ibe m° Ing f huiltlings, the CITY, whichever (Cash Sum xNe MWI ..0 tlb level Inc° 600 ohm ifh the direct cast ti be borne by 'a age of gross receipts) Is plo bu1pW p da level Into 6m ohm, Me mover ar- er. Far e h quarter f the equency reS ..plus ar minus 1 db, I Grantee sholl fully comply wl }h followirg respective years, }he fallow- ( SD c/clex l0 15 kc. II zoning aM building regulations of i g respmtive Percentage Intl rorre• pmt fe gqorse ....barter than 60 db Tne CItS, and mining br Its c po tling minimum quarterly payment Mb Of.Prtlan . ., less lhoa fro to lnetl hull be onsiruZ To eortyyi• °hull be paid• SECT ON 12, SERVICE TO Lute a waver of any such Miue- 1. First year, 6 Percent Or mint. HOOLS' tion5 m m of $5,000 per quarter, .k..The Grantee shall provide such J. Should Grantee refuse or fall to 2. Serond year, 7 percent or minl- lu<ahorlo( telemble serWCe to pub remove or relocate Its lines, poles, mum °t S12,S0g per quarter. Scfioel mllons vnd teaching stn- [ontluiis or nthbf faciiitiCS as pravld- J Third year, 8 portent or minl- ins wilhi the Clly for esucvllon,I din this or a y Other provaloa f mum of 520,000 per quarter. ltpeses YYpp n request o0 }he City al this dinontt, City shall have the /• Fourth year, 9 percent er minl- t whdfsvever ti it ar the publlc ighf jo do the work, °r -°use it to m m 1525A00 Per quarlar. I system. Far the Wr1oses of be done, and the cast thereof shall be S. fifth year, 10 percent or min4 's roifapce, 'taachlnB fattens'• chargeable fo Grantee and Ileciloh mum of S]I,Sx) per quarter, gll InclsMe, but shall not be limited y Be, made by court ICtlo^ ar GOnco rmt With each h Y- I e ova's hiss 1, FVND6 ON slIl: tlassraoms, labOrolories, gym• otherwtze. r, Grantee shall render the Cily Texas SERVICE. TERMINATION OF decfm, Nle of r gelation } umS,laWiforlums, shoos antl oth- K. Grantee shall brain all needs- iufl� true °ntl complete statement e{ 2. NBC [boner 6, Cor us Christi, If an c t or government bMy having I" So— San the ues upon which ibe R Tezgs p Y subscriber o! the Grantee at risaictlon iyyp the places f group Instruction as spry permits from the Texas High• g bused, antl for the Wr nm J. ABC Channel J, Corpus Christi, I <as becausei of theisGrointee'e (allure pate weather�o�}lockoub labor ignited by Me school system. r y , and mar, Th< Corps of Engi- Verifying the correctness Cf ihpens °} Texas 3. Thej Grantee shall provide, upon odors, and °aye other agency having rnl, fo-render service to such subscriber like force m,leure, G nfeegha1111M luesf by the Public school system, Wristllcrlon o r sireels, levees °able ,Imes ba ssubielafnfe Ilnrc sops- TeX�KLRN Channel 9. ETV, Austin, f rype ntl quality provltletl for Wr3Cho °I telecast ystem other Oublic Ways in the City, prior ip.cfla° oereln, If service 11 a s bsolber terms offthla OMlnvntt dwln ereby,Jhe school system could tole- f° any use of Or ronstramion In such ° tl audit By the Cl ty. 5. Independent Channel dl, San An. PIIInm Ith the .} }tarn Me central office of the srrmis and ether Public wo s, aB. Grantee hall pramre' and pay Ionia, Tezan f Ivry than three (]) scars Is Ierml- g such eupatlonal II «nse•y an tud without period and far a °ruble time 1 S SIrIC1 to the taus school L. Grantee hall yy for all 0. 6. Independent Channel 39, Houston, the Grnnfee 4bses fox of besause MermHar a y he eu,N In prod to place Its r¢qulre tl by the City andar I Texas If Plsslbb aarording f° }ne CAN business aufhprizeCl xnenlin for 0 Ina Pjjseff InatW Mcympll nmowl}h the tion d ie, shall stations, r restore to Its original canditlon, or Sfel. If TezoS, antl shall pay all atl aW tlwn W FCC In ThsjGraniea sM1all provide, upon fb ° coMlilon egml iher°fe, all Diatom antl other ioxe;s Narges m7. Flye (5) channels tlesi IY reason, extt0} explro110n °/ this }cans o/ }be odlnance. Vest fry Me public smooi snritem, idly tl publl•CS tl property levied Ifs yslem , tl Corrppuuss Christi Independent for franchise, the Gmatee Shalt refund t° sER1ON 26. PARTIAL iNVALIDI 1 where Ir Is pot ca Kali, damaged as a r ulfwat G, is Rellifles, .,"T ton ri pendent school uch bscriber mount 11roM� to aB X, for }he utilizatl°n Installation of or Xrvice to Its equip and noining heron shM'f be eonafinetl open or closed basis the Inlflal eztenslon Iola °9ual }o TY AND REPEAL PROVISIONS. sebeel system of the qulo- m r to exe pt Grantee f-nm any sucA 8. Time and Wm }her tlannel 1n section 21 hereof, Pea Grovided clause, phrosie orsuhNjon of }h(e ortlL I W Me GraNh for the telecast SECTION 16, TRANSFER OF payments or charges. - 9. Stack Market aM news channel d multiplied by a number equal to pD Ilrogroms and events with- FRANCHISE. SECTION 21. F0:6FEI7URE OF 10. Tourist in{ormailan channel 76 minus the number of months the o FRANCHISE 11. 2bhour FM rod q dace Is for any lesson held Invalid s tem to other churl loco. Any such franUlse shall be a pnvi• io stations subscriber has been On the s r ° ehsfifuthnol In any court of is and testhln0 stations in the Iage to be held In personal trust by A. In addition 1 pur T1 all rher ighis I2 One fi) mobil unit for rotor SECTION 26. AC CE PTA Nm portion ( Me original Grantee and Cannot In and powers pertalning t° other Clri W broMrosi'IB C E, shalt be deemed aerie^, gels 1. The, Granlee may, at Its lac- ny event be sold, transferrN, true of this franchise Or ptherw•ISe, EFFECTIVE DATE AND DURA- separole, tlisimct, il. Provision a! KLRN educational TI ON ntl Intlepoaen} pravtslon and sub fIxsvlde similar scry lce without (Based, a Igned ° disposed of, In the Cfty reserves Me right iv terml- Ch Vnn «I 9a broadcast signal by micro- A. The riphh antl holding shall no affect Me validity of ti Prlmfe schools, Including note or sin �rt, either b force or fe this frondilye end all rights and In thence with sPedficv. paranioa sIsI take pfr, euas belle ih; m °Inine mrilms her xhleil r Iher rellAlous schools Involuntary le, r yvfarm p�rlvileam of Me Grantee hnnunder fens In Secti °n 10, Para umn the ry In the event that the Grantee: broadcast b Arol h G for a piratbn 1 Ixt i the fareming Ortllnantt .aim hull bring in ducarionol s le, m get, cansolidvttan or other- y Mal tltsirtcl (bOj days from I tla y read for the first }Imo and mssed was to N KLRN (Channel 9), blvd Ise, wlthmi prior nsenI M the tidal) i'Iejaifei yuPravnfflm of Mis °doe local -pro(i} esumtlonst pssoga Ot }his aMlnana thde !foal its Se. d tling this the 76th FCC eppf I, of no rosf stn the CRY Council of Me CIty expressed by °Fpm le, der, tle- braoamst dwnnN Me Ellin pan day of July, 1969, b Imunity, by the use of microwave resolution, and then my undef such tergq IM of the City or City Com. 14. 2q-H°ur emergency alert u( 1 g f °n a coal ° ^m by Gran• Yale: Y Me following I Such microwave service CmM flaps as may be therein pre• E�J,,, pure r to Mls from Ties men,, ,dadlrg facilities to iq o- ° Wirh the Cian SeaefI, antl can- Jock R Blackmon be had der conlratr through scribed, The said mnsenl of Me CIty wyI Becomes Insolvent, noble r e Is all m ble channels pre- Ill bid In (fo)rre tl Hect for °term Gaba AYe "lag to m Ifs debts, or Is Lollno. Jr. wesbrn BCII of other common y not be arbitrarily refused; pro - '' y IS. A microphone ntl camera lo- dab of this ordinance. Pmvitlefe fihvf . EEUard Ekde Ase 11Y• Jr Aye Nn, J by the Installation f vided, however, the proposed As- , =1/, dgetl bonkNp}; c fed In Where Pub IC Bill- If such acmptanca Is Pot film Wlthln Ken AccOOnicl AYa 'aWave towers antl equipment by signed must show flnvnclal responsi• `g) attempts to dispose of any of =ials may °t any }Imo make an ]g days °ffer the effective dote al W J 'Wrangler•• Robnrls py� !!eeec blllty and must a9red 1° comply with the facillfles oofeprnoperty of sty CAN ^ me is o Olve InzirtKflons•bf }his ordlnaisce, and Me payment of Rannle Sizemore s•Tbe�Granlee, In edtliflon to the III Orovisions at this oMinance: a d b�rMasin fo ame, u the Cily from Wfllletl yr plltt hmtlquvrters the ilabl N Xrvim ran al N be provltletl. former, that 5 h can• he in g y s providetl fat nerd designated by Cio grantinfecl Inlflal pYmenr for iha That the fore B01 9 ortlinanca Aoe 1 avirgnsfer 16. Cblecom shall c simcf able Is } g of Mis erdlnance of SiSO,Om dad for these time and & the same esucatlonel teleca- flan os °reran rho- pav1 Attempts to evade any °f the mrsiem Mr°ugn°ut the mrprote H. 5ynstem oud, ogre construction is the Eb Its third a tlin w axvkt to the Etlumtlon Service tlebfesness� whole, to recur in. fi<eslslons of Mis franchise or prac- ifs of the Cify 9 on Mis the 6th 'er odd Its }mUlrg ntell." mw any fraud ar ticelt upon the 17. CabI se shall comtruct mmS I fe, or six (6) month, vote of AUgUSf, 1469' by the following kit Inl the Clfy ntl to thasa to be SECTION 17. GRANGE OF CON- CITY' manent offices antl stutllo fact. faoai completed arM service syeiem , not Jack R, Blackmon Aye dro In;ihe . In the fubN. TROL OF GRANTEE. / B. Such to min°tion and cancella- 18. All color equippy S utllo Pacili- ffflmq (IS) man}hs after aid eHpcJ A Dm k' Bradley, Jr Aye =C71ON IC 3. OTHER BUSINESS Prior approval f }he City Council CdopiM one-- Jibsy dinance duly ties Sr f1ViT s, shall be required Where OWnershl rtl' (701 tlaYS natim 19. Provisions of open or clme ch, }I C SuffIclantess esaofncnded for pond Eduardo E. de Asey TM� system, hall .gage iftefr off ' re Then 30 p °r to the Grantee oM shall in ° calf brOltl "' rooabllity }o all ihoB15 Council, by the Cfly Ken McDOniel par cent Of Nect an AYe aHY er Indlret}IY in the sale B c I W Granim Is this fmnihlXth°e Cln's rl0hs untlei from tmiral Imatlon the CitymCO ncl lr}hat s°IE d°IaY s Ronnie slunrrplre • Roberts Aye +im er, tole annual, sets, accessories acqufmd by ° Bcn group of law. b foe ovens to °pi Saco an "y lae°iun aea� ovoi=d oun¢}: and mytal- dad b bled equipment, other than Me syp, rsons emin0 Fallen resr/, f ilon witl mncNioI th d° po y °r all munlcln°I eHitts, Granice and p Y°ntl trot o! e a Tnaf Me foreg°Irg oMloglne�n woad ylclrq pf equlOmen/ awnetl by Tne h °m IrmdY own nirols 5p find fact, s ch finelnp of jo=y° i¢ylicn and fire stah°m, pUbhe Ilbrar- lensfan ty' C °uac t grvnl5 d far the M(rd tlm° d l.;Ii .. - cart If Its shunsmis- °� .,at or more of ni a MI City shall tlnipnale Rnvlly on this Ma 27th day M q setl sYSt res i.e system Shall n t Irol, singularty or eolleClivelys g f a3 r. tle by the City Caution or IU 21. Frm -'ICV Outlets aeenngd Instal. ed B•pl operate Its tae nos rommenc- 19}9, by the following vote. pest, 'recommend ar si single oaf ifs acceptance F }his franchise cif¢ Provides,niho ever ll tint be(o�bnstfiies UU` hospitals, with multiple Instal- Ihtrly (y7) roe Its yestem, Grantee Jack R. Blackman 1 ItvlSlon Sol nor evoke firm Grant, lotion {pr all schmis, Coll et, non- Shall Cease, {pr Aye peciflmlly grants I' ° ^d franchise perloa of over Gabe Lozano, Sr. By 'business alablfshmenf to he W agrees shot any such acquisition oc- cancelled cans be }ermiratetl d latlons. No service or mnnecNon g, d°ri, to en- V, q, "Dick'• Braille Jr, Aye •llzed ey, Its subscribers. The Cem- Currfnp without prior approval B/ the Grnnfee musfd Oa tlhrdvlaeoflon'h the Chart! Cab -1 s llmel s is reldl,nng U sly in }he business of Eduardo E. de As¢s Y� Nvy iY Sbeli exefc age II tease ^able CITY Council shell romhiule a viola• A ° Cay fb a^ianno serv- Ken MCDa^IN +nonce n Ifs ape^ }s, employees tla^ of }hi3 franchise by the Gmnree, O'Unc nits 1° by heard by the Cfly e s to -heals d City 1farmUsee of Ices Cityce, may fervin vin rantrs 30 Ronnie simmolre vs I'm Ncy t repres- finites S require their SECTION 1B. CITY RIGHTS IN SECTION T7. EXTENSION OF el2•i- dCOlble�ImYS system provitle a of nave n 'Ipllariae with }his section. FRANCHISE. a arlvileses herelader d null PASSED AND APPROVED, A has i. =franchise the,j... A. The shit IS hereb SERVICE sludi° fvcillricy of all tines t ml °c °I Grantee inns° dolnp ilY of IlabilflY f° the �Ih tlay °f AS0, 1969 vide f the CAN systemnui 1118 City or the CI Y reserved to The Granlee shall, umn request by scbeoi tl-siricf eWdpl for herein, ntl tlocs } I° tltlitlon }p }ne Council to oaanpa, a Inhabitant of Ins ores of the City 2/. Initial Instillation shall be o -terse 1,, the Granteens ace of this fmn• Jack R. Blackmon pravisbn -where There exlsl5 Of where there duplex system. pmltiCally grams THE CITY OF CORPUS CHRISTI, tot pi m of any other fmnchlse, rolnetl herein antl in existing appliCa- exceetls a density of ZS dwelling atl grees ,hat In the even saitl Anse, .Pp l which might h¢ bl< ortllnances, such d"ntlonal regu- Ibutltlinp) units SECTION 2/. RATES franchise Is pronletl for a term o! ATTEST: TEXAS dulred by IoW, of the Grontce lotions rc If shall hntl ne «scary In tend Service f° sold shstt'ibere Cbs� IY bo is,fnand ichaatey am htteby Cmse Would be the exerclse of the 9 rates, on a month- years, which grvnfing of sold fron- TT Ray Kring .ECTION it. SAFETY REgUIRE• provitled, Police power; io subscriber for ezlenslon Of service governed city Secretary that such regulaions, by boa antl 1 uihonzes for s rvrce der this bie by ppNCa- e. Tne Grantee shall tall }Imes siEi biecantl not a <onfl beIIWbe rThe ire's nub ff noc ell of Grandee's Prl- iranChbe and shall of be aincreascd anm si <hslni- eh °rler fhn Cifs+ Charter, APPROVED H HIS THE DAY OF LE AL 7969 RM 1WoY rtlinary core and stall - d GI by the Grantee tluring the term f pravivons would Ialn ad use cam - rghls herein pro ^Ted, P k t os} far lobar Mis fraphlse, °ntl any plfempf mMe ors P f iha Ciffy�onfhbn o tl Filn 1M1Ct C(ty Attorney 1n1 ' ly B. The Clt atl materials by Grantee to increase or to obfvin ev t, the Grantee pay ing cost of ;Coated 7n ihMS and Oevlcn for hasp }tic boaks, °its, ps. NFLS AND TYPE G-,- SERVICE hall be f1 fin0 likely t pM Y shall have the rant fo SECTION 2] NUER OF CHAN- Innaase Insy mic5 by any elbetl s itl elCCtian. i Ich IlkShe to muse damddges Pie s, ring rf alb brpntm fah" holi be¢capab a of Icis'r ,raon Ysfem InI franchise rsuch delormted herein n may b 1 A. T Gramee here 9rounls far ° forfeiture f SECTION V. FORCE MAJEURE, Juries otS nulmntts M the chit- time during normal hUSlness' hours Twelve (12) television channels.' kmi made can ocro d- CL AU`E M t eresseablea, f-xtures,noitl C. The City shall hove the right, A From the Twelve (72) channels, under Is ten -i tier equipment In accordance with nsj °I9 Ind lifeir0 th s frenchChar to anem imlurtf s °fllelrhrll (Bj vrJiannelz, }he Cify C°ugcil: tlefetl unable, by force mal¢ure, ro I Inlflal tap-in IM mnnedlon carry our the )e o3 of this franchise, requifements of the Nailaaol upon iha ICS Y oprore charges: S None, other than the bi(gatlls to hake leckbal eCCde, 1965 Edition, aM Wlra and t the Gr al.. which snail J elude ne (1) ban ^el m2.For" ,h Nanefim.1 felevlsbn set money ppo�vmenrs, Upon wa nHien notipe -iY future Codes d amendments CI pelt FiMures necessary for far educaflvnsl TV Ind Ohe (II ciao. B. The rates will to the Clty Of the far I d CrNs ediumne by the G ry alvrmw ye, and o^ the roMltion net far a y ther dot ' ", cct- following be show^ far the 1'o Ih Cllr Ilh bele f SUCK Bander Mot they CIII col, toot sUCh Ire and polo fixtures tla s vL-e fof ^ }ha benefit of the InhobIg 1- One rym °i zubleriban: Oartlocul°rs 11Mefe er ronFi1H with aM Install -fion afr}ry °e Granfec. the CAN vpem• a ii If (fie G (omit dwellings, qU, ang if, me nGronlae's bilg0- ;am of fly or of a IV let' Sd•18 per moniI. Eah atlmfimal ti ins der this iran�bse hail be pUblle utility O. Thp City -bell have }he right to Ma CHy sno I Mvlet (Itrol han'Ib °Tlel et pefnuf Both, Pended during the tlnuence W supervise all Construction Or Install,- on of four (4) additimul Nan - each s the force m°lou�e. shall at sal times keep flan work perarmetl suW¢ct td the eels °ntl such channels <oultl be used month, each atldiI U a olWle pq8 p tlfmnceh °ntl any rule, regal tlohn' Snit meal Co In n feu Suitable, provisions of this fr°richlse and make only for such purposes as Me Cify month, rptely billed unit: q,d8 per n6etween the terms of this tra^Uisn artr Wet! candlflan, antl In load slate inspemlIn' as I} shall Rnd nee- might approve, which oMCr purposes J. Multiple unit dwellings In excess Unlled States r of the State f the Cequilsnfenf, andiconne[flansuiin,� Iher, term pf ifh sfefmnnchlse Cendi}hiher (Jjuitlhonn<Is ito }ate order of decree or any mart of the un lbeks, alloys, pug Sited }reefs, side- and gnment of three °f four units, Mclueing motels, hotels Texas or of any agen pubil. ways Pertinent provisions of law. district for educational aublle Xhoal antl a� tfmmis, First connects °n: 4 d8 bad havin C7' ar fegulatory E. Af }tic axplrptan of Tne term fat the Cify t° otherwise haver�chs with Per amh, Each additional outlet. .. O fermivafw}hlsnortlMahnca shalt p'OCe,! al lfie Clfy, Wherever situated which this r'mn hlse i Aranied, or tllfflon, control and Iw fs -/8 per month; upon Its }ermi°afl°n and surmllafian, re poet fo su h Mlltlonlal 11chon°ely z B b nksip °nmt°nblrl `hmc ^t neemetl amenh<bso as to Irmrpo D, GrA tm shalt in a e force prvided frr herein, the City shell as N may electfo exercise. cludln s bee fe foe ferns f y h le of ne o residing penis or have iha right h° require the Grnnfee C. The foliowm ° 11C}' d /B A°nrs, rcBUlp}lon, order at Eccree. empl Y Or all }Imes antl shell nave ro emgve t Its wn 9 shall be Per month, Each vtldlt on- C. Durinq the time hen the per - tuHltlent employees to rovltl ate, porrlOns o/ the CAN systernp {rom II set7iab sholllmm Cor providetl al outiel: d8 car month; formonce f - dequole,'and proper s rvims jar Ifs blic wa s wi parmion and Ihls S. Schools, colleges and hospitals- Y °( the }M1InB3 re- bcIN11n.) Pu Y Min }he Clty, govern where In conflict m Nlple InsMllOtlons: None qulretl antler the terms f this oral• F. At the expire }Ian is fi helm for t iN <dnhereinnnp d amade a part of ty -0ay free trbl, none' and dufing the time Whei1 com- SECTION 15. CONDITIONS ON white Mis franchise is proposal at• subscribers will receive shit- aeon« with grantetl, or this artlinvnce: n Is InterNp }pd�° of I II1.E or SECTION 25, SUBSCRIBER RE- enjoIt by eason of y der aasppor other electric.[ mrductvn• — ly �eMiwoeM a M. and video MI. Nreell :'SMdlrectlY N- ir. W mtcrewrtve:.na ppyy [omit f— M ro tr.nimlt them s� I,lo lJl "PERSON" i3 any pmrsan, fl po rtnership. ......atl.n. rperat'Tq�y kmdF-ny r argan�zollons f .m/, (5) "GRANTEE" Is C.b Emr'a• anyone who succeeds Cab leNm In cprdance wllh the prpvlsipns of m Em aram °ersna` ee ern °ec`i3n'eer m33 Will torn ar the far' polnp Poli<�ei M h urvnce re.piree in this sedlon naee been eeaeer<d al , my D The Gr.nire sAall, concurrenfl. 1 6 -D CORPUS CHRISTIa S, Aug. 8 1969 11! Legals I1. Legals 1I. Le gals Nans n the City or ar a Wbllc WIIiIY Wblk ways wan man g If. Legals gals a071 n9 the City. F At Me explrallan eF term ter tli g ball s a p me chrnh. v 6vmv n, h shall at all }Imes keep which this {ranchlse la pmnted, Or Each additional au�lel �mo AN ORDINANCE Memnllicefldn or cml pt a tl ink(n In ;ak, Noble, upon It terinlmlion nd mnellaflmonth GRANTING A FRANCHISE TO abandonment Qf any prop order onidlremndition, and M good °a pr, 41 .1 hereln, the njeI at Ih UV. ls, colleges pntl hmplfop CABLECOM- GENERAL O F .rty ^+ the Grantee os prescrmed pair ail strudwesI lines, eleetian, and Pon the paymr^} of s hereby whkh maybe in afoul!, plus equipment and "nnMions In, over, fair evaluation thereof, to the Gran- 6. All Subscriibera will receive thl, CORPUS CHRISTI, ITS SUCCES• msonable Ilowmce fo allomeys under, and upon the streets, side• tee, shall have the right to purchase sydoy free }list SO RS AND ASSIGNS, TO OPER- fees and fasts, up'o the all amount elks, IIeYS, all Wllic Is er nd eaake over the GTV system In SECTION 2a SUBSCRIBER RE ATE AND MAINTAIN A COM- of the bontl; sold condition I be a aloes of the Clty, wherever sllaletl Its Iirety s ell as c nlinuiin obitgqaanon for the duration tom +ed a y other FUNDS ON TERMINATION E MUNITY ANTENNA TELEVI- i such franc hise antl Mei Wier Vein D. Grantee shall nmimain °force [WapertY °r Me Grantee wlMin sold SERVICE. ehe Grantee hue IlquldMetl all ofv its N renned k Me frmchI odd In. If any subscrber a/ Me Grange o SION SYSTEM IN THE CITY; of one er real0lnp pent or Grantee's OperafloOt thermhuer The less than mree years terminates see SETTING FORTH CONDITIONS bllval °m with the City tool ey employees at all times and eholl hove rove prlco sMll rat include vond IM le becavfe d fete Grantee's a, r, have roan from IM Pacepfan<e f s lllclmi employees to provide safe, aGraMee ahglI tom} IVe, yming b render . a t fa I " ru'lue, ACCOMPANYING THE GRANT such fronchisa by the Gmnfee OEmuale, vy proper servlee for Its fad ill evnmfim o% any ¢Ipht f of o t alp ypH OF FRANCHISE; PROVIDING Iram (h a rcise of °dY yrlvlle p facllitles. YPr q ty pryWdy (01 therein aronfed. The bontl- shall g SECTION is. CONDITIONS ON fr vmpe pppertalninp fa Ir under this hereto, or It xrvke }o a subscf[¢n FOR CITY REGULATION A,N fan that 311 da "s prior wnffen rotten STREET OR EASEMENT )CCUPAN- onchlx' of less than three (J) years Is term; USE OF THE COMMUNITY AN- of Intention of to ene yr conceits- CY AND To arrive at ° fair evaimtlon of red without goy cause or hemuv TENNA TELEVISION SYSTEM; LEASE OF FACILITIES. TIIES. USER OR fha value of sold operfY, the Clly, the Grantee ceases to pe be th s AND PRESCRIBING PENAL 'On' r material change, Shall be It II elects to Consider cols plion, CAW business vWh rlmd herein fold TIES FOR VIOLATION OF THE given t° the City. A. Grantee shall ms till p°Ib, hall appakd on vppraher Grantee V resson, except expimiSo of thi• E. Neither fine pr.vlsiP -1 f finis lines, mn0ulh, rabies or °Mee /atll4 snail appoint a SeCond, PM the toms rrm,chbe, the Grantee shpll round is FRANCHISE PROVISIONS, Iles moinl.ined W Me ma ph P h substtiDpr an emounimegmf }c WHEREAS. Me CablemmGener°I. el flop, any bond axe fed hY Me IeNed shall .—Int a MIN; but > ' Inc, an Oklahomp Carpamflen, hoe- N wrsmnt iherc'o, nor onY dam. eleclrk panto whm Iq Saner if flay a me So agfee. Me MIN the InHiol !spin and ecfia n° a ages r c v< ed byt Me Cltyy mercum 31Ch /acilifln Co. be mfaMed, sppalset sSnH be Mvr permle to do business in Texa, der, hall be stray to exc se vied Satisfactory a e nfs ran then OPflnry by me b mufti lletl by Mm dlWdeE by 1 ° d Castel Crparalion, v Texaf car- faithful perfarmance b {he Gronlee orated Into with sold f 111tY mmpom Presltling jyge } Y Texas a by a rrmnrl W equal fC y ICs, In Iieu of conshuelin anurkf Court having Iuristlletlan In M minus the number of cocottes the paraflan, homing Ifs princl0ol Office In er Iimir }he Ilohlllry n the Gron}ee u ifs Nueces County; and the three s subscrber Iw5 ore^ on fbe systems Corpus Chrtafl, Texas, herelnaltef re- Under onY franchise Issuetl hereunder Wles, in order to carry 115 c bl nd appolnfed shall file ° report of them SECTION 2S. ACCEPTANCE, fatty fo Os "Cable <om ^, Is now or 1n damages, either to the full corYuttI all other equl paMkt wlth fn EFFECTIVE DATE AND RA. engage, In the audio and video sl g ma be MCe35p In or 1 that ev °lu°tlon with both ambum of the bond or ofderwise. Y ry r to con- Y. ddys after the appointment of TION of dlsfrihuflan business, nd Ia SECTION 7. PROHI ITION OF duct its WsilRss Ire Me Ity, in suc11 thIN member M Hie CI A The rights and prhrll ages herNr furtherance thereof, proposed le erect PAY•TV. case, G lea shall r fish ° ertlfl- N shall granted Shall fake ffect be k =I m Intaln certain of Its Plant If Is hereby declared ma Me u _ Cate whf 111 t° }hat M then have ill ptio f f whNMr to farce n the a Dirafpn t Ixly Croetlon In fine nW of Cor pose prld Inlem .i Snit er uaV In owoen n t ea o (6D) ddYS from nd Star the Imm hrlsfit Texas, nerNnafter referrctl , does re, kclude on, farm of wf on' II 0?°rthf inn. rrmsmnered Nip, set= epee fha hip a tl dvro0on old ill Grmtee. a tl nfral I passage n this -on ,d as "C y"; all nIY know^ 5 pay -TV'•, as Pf°° t. D the flung of pn aKepI IQY Gran tlellned b B. r tee shall ran pen fine exercise of this onion by he Satin Me GIN S°cetary y con• WHEREAS, it Is to the Wool Y the Fede 1 Cammunico• pi pain ar Me City and Its servlee of on eHlclal Ilene in fore all IfeW far a term advanfa9e Of QoIn the Cl ty nd Ca- tinny Commhslan; antl Is he Srohlbil fixtures xTerc the same will Mferlere lice n aWI ptflon upon the Gmn- blecom, that an agreement should be O ^Y Grantee of mY GTV Ystem, IIh oPy pas, Inkko telephme tee, Ms Grantee null Immanuel f flue ISI Years °her 'M ,restive tered Into between Cablecom d der penally at revocation al from fixture, water hy0o nr main, and hamkr fo Me CIf y date of finis ordimnce, praWdetl, ;Y.n the Gly fahllMkg the mMiflans up. from Inafa litre, mainfalnjng or ll OOCh pales r Sher Nxlures tlik ro all faculties g sslan and If suM azxotance Is not fl4d Whin . under which Cablemm will merale k paratIng on any television set o coin W °Cod i^ o ^Y street shall I. placed reel all Pr°perNr '*,,do ys "tier the elfrtive data n the Clty . box or, any omer tlevlce or means for at the far edge of the Sidewalk and personal, of the CATV bus4 in ord_ ,antl Me p0ymmr of Inslde rap curb line, one throe and Me Grantee shall execute fM prey IMiNI ymenf for the NOW, THEREFORE, BE IT OR. collection al money far Individual placed wd� warranty deeds of other Insfr.F programs, in vlieys °hall be placed close fe fbe Wantlrq n his aNlrmlolix of alWpp DAINED BY THE CITY COUNCIL menns of mnveyonce to the Ctty as Is t ppid, r IrvW:en } the OF THE CITY OF CORPUS CHRIS SECTION DISTRIBVTION, p15- side ke line of the lot obuNlrg on .MR be necessary far cola purpose. system Whorizetl hereunder Is I TI, TEXAS: Y CRIMMATION Sa'd alirevy, and in- k suen a mar. The Grantee stroll eke IT a contll- rams ed IInIR ix (6) f the SECTION 1 SHORT TITLE This A The facllitles used by the Gran- nor t to Warren, will the usual tlon n earn mmtnci entered into by %tom said dale, or •Ire sR;nm is rat • dlmnce shall be known tl Cae ennl be 's palate e1 dlshibuling travel an sold streets, as re. and If MIn rekrrnI. to Its gun whin may 1°r TV SI Is, d hen AS I public aye. Grantee !hail be re operollon camals}y and Ire be be Ifee the 'Ca0leCOmLenerol s v- der hill /mmhise that the as tiff. 115) menlhs (ter said effec If Coma! LMIS1i'• Community An ° Is the Grantee distributes v QuImd to use %hang poles, ex Pt undo hi sub ecf calved In color they Shall be alslri- whoa servl<° is provided D I M the erclse f Hoe date, Vole ;` exfeMed>for grad no TOOvIs on Company Franchise Or. y under- Mis option by the CIN and that the and wf(ICim} azom by Me City tlinance" bufetl In color where Iechnic.I I tea• ground Installation, City shall Mve the right t° suceed Co. n<II, pravitleq, upon showln h SECTION 2, DEFINITION, sib'e C In ny one Colston ec the City to q.. privileges and obligallans }here- the Clty Council that sMd e¢Idg 0 B. The Gronlee shall not root an re telephone Ord alIf t lines A For the purpose of MI ordf- undue pvrevference tO g , and cobles are present) v and I upon ibe ezercise of such ap'lon. due te causes beyoM antral of Me ' nonce, the (othe), p term°, phrases, Y Peeson o 1 exist n pravltled, however, mat ill Cily Grantee all qty Caulrcll Orono ex M1oys, oy their derivations hall s blml y p¢rmn within y Ives se irg Id aubdNlskn and are b. stall have Itrc rtD1d unilaterally to tend ave the meaning Wlven herein -When °y Mcrlbero f. any tllcrlmin°flom care^ below grmnd, Gronlee shall Increme the purchm price provlOetl 'te'rafez, harq ze vice, service pe to place Ifs rabies all wires br obeve, should 11 )eel, by a IL otter Gmnfee has c i Imm�slslen' Hh the Context, facilities, rules repulallans or In bebW M.uM FurfhermarI; where p dinance . ,w It M.N. But ma d io pperv,e late system, Into' words ed In the p s f tense Imp abler respect sold tale one and .,.Irk Ilnn antl s h rl0hh Shall rat be "consiruetl as nail for peri'd } lutle the iWure, worts In the tarot programs of local TV sta- Wn located abew grwIII 1hl Include the Inpulvr u bee, Sao ds C, All giving me Grantee rkhi 1d y thirty r3a1 consecoNve don, 'v n In the s(mgular mbertalnclutle }rye tins <brrletl by the Gmnfee shall be Grantee ay Pfrunpe to pixe Its prix in a %ass of Mai se} trite Wge pulOr�y In foe bu5lMSS `ai carried in their enflrath as c Ivetl, cablos and Salto below grmntl, With Idt plural nu bet. The word Shall" Is with o cen,unts ° d adverlisl the approval of Me Dlretkr n Pup °bee` Ia a, City0 °HM nity,igante no s 3( I-11 mandatory and not merely and wIM°utnaddition,, q G. After ill expiration of Me term 7 tic Works. days none, aT tart MIamersphis directory Ir SECTION •9. SIGNAL for wMCh MH rZOrhe Is granted, Y ^ (1) CITY" is the City If @rpus QUALITY D• In Many disturbance of after Ifs termihofion antl mncella- nd pvNvvfkpes her"Mer a.M mil Chflstl,'Texas, REQUIREMENTS. Pavement sl0ew°Ik, driveway or oth. lion, as provided for f—in, Me City nOYC °SPOnsIpIIIIY or IEl 11 k 121 "COUNCIL" IS Me City Wan- A The Grantee MII prdduce v r/acltµp, Grantee MH, In a6 shall have Me IOhi 1 eelermine erom.e In so d°IW plWUre, whether In black and Sande ordane i'n epuNtions or C. By Me ommearKe of this t it Q Cerpuf Chrisil, Texu r in color, Mat Is undistorted, free hmeafler v"Ilmbl, t, me moklnpp f operate end Gma°M'aln Me =k-: 1, Mise fine Grpnfee speclllcNle grbnfs fJl ' COMMUNITY ANTENNA from pnost Imam, end acmmpanod such cull, and In a mannm requlre°d ion peeping 1M tleclsbn M Me CIN nd .grew that in the ev t TELEVISION SYSTEM ", hereia- with per nd tYpicot star- by such regulations and approved Oy as fo the future Inteance all }fO^rhh° Is grvnfy for v term oqf Of ter referred f° as "CATV System" Card oyuclfon TV In In mod the Department of Public Waks, a, operation °t such Wafem, years• whits pra411rg dr sold !tool r SCSVtem ", means a system N e pair, d as good of the state of Wlxe d restore olf povlrrpa sips SECTION le. MAPS, PLATS, AND rnix would be country by oppll" xiol Iles o IMr electrical c n• the art ailovn. walks, driveways r U face f any REPORTS. Ile provisions o/ the CI79 Chmier, ducfars ay equipment used a iD be B. The Grantee Shall lramirij, si street or MI dbfuhM, In as A. Grantee shall pr are and file and ch chamer plov slam Wout used prlmariiy to receive suet. antl n Is of adequate strength to produce 0 Condition m hefare Said work gairaay with Me Countyy Clerk a map selling C0R1P°I an elegion oy quo'iged vat 41dea signals, directly or IMirecfly Bead pi ¢Ivry with good sour& It WI mmmeneed, all shON maInkIn the forts Its dlstri Ving system lomted ers of the dry, Men all In tha oflAhe -air, W rmcmwave, antl by la- outlets without Causing r ssmadu. esromffan In an opprovy contliflon within the City, which map shall be avant, Mr Grantee pay the cost a col obecr been, and in transmit them lotion In the cables ar Injo femieg far peeled of are D) ymr. Upon treed antl brought up to date Sal eledlarG m subscObers tar °lees with other electriCoI or Iecl" kstallaliI of untlergroutd eabI �ys. from time to time thereafter pep SECTION 26 FO4CE A;AJEUR 1<I PEPSON" is ny perian, systems., taco, ell 'reel roving ran so, shun be in sufficlemrtleran t° assure CLAUSE. 'farm, pprinanhrp, as lotion, orpa- C. The Grantee shell limit fallures hotaMx manwn, Irwary pent tM CIrY pf bekg fly °Wlsetl ps A. H GmrKee hereuMor 11, l Ilan, cony or orpanlzvllen n to minimum by lomling and ror- (ration rface in b d IMrer b the Ip I1W of the <soles antl !sell- dery Ile, py tore- le `t any kind me, 10 molfancflons lavromismll'. nstructlon, hull be bored am to- Ities Of Me s fora. Y oW the terms C Mis kanehis (S) who Is Cablecem or D TM GIn s II ry local Iles Installed In milnp. &The Greenlee shall file anrwvlly Other Ilran Me obligayoT fo ri k rays ^e M ceevs CoOlecam In felevislon tatbns locotetl In Nueces rdM ill CNY Seaekry riot bfM Shan Y alaYmenls, bran written mik [arOmce wlitt the pravlflans of County with male present Channel duEnggiaMe`perlaU of this I %ly days after Me antl of the Gran• iopelh¢ruwl}n feJ:onr °bk portleilkr5 this franchise. mber designations antl only wIM the CIt null lowlull tee's Ilsml year, a Copy M ih r¢• (6) STREET" H the surface of, Those designations unless the Council, Y s y elect to alter, pats to Its stockholder (If If pre• "ncerninp li, If., V", obilpo- and the space obeve antl bNOw, any by oNlnon<e, finds }oat U would not glleahaPg` Me protle °( any sireel. pares such moort), on Income Nom antler Mis ,sr halt be webNc sfreeL trap, hlBhway, Tree - bee "mmiCal]I or temnl[all leosi• or o' Or other Wni< way, or va "fe talemeM opaalicvble to Ih epefvt^om the to dI re ill conrinuone of y, lane, IIeY, court, sidewalk, Ile to tlo Sa Y abandon the s° e, Grantee, purinp fire redI twelve the Me fare mpimre. Parkway, a permit the irons - rc ample rwt(cr b 'e fotl, bounce st^9i.el all fate- 9. In Me par Y, or tlriVe. a herender missien f beat stations ° hornet Y )ha Gt shall per vent at )any c rifer Istin9 as such within iherCivfh. number eni fatlhwlM tarpons IaY a loete rat at Ih properlks tlovpted io between Me terms of This fronrnlss son for SUBSCRIBER" is y per• designations other than their Ifs poNS, wires, °Ones, unreraround GTV operagom. Dy "feporles, pie• oNkpme antl 1W rvla, repuMlen, illy recelvinq /or .n present channel des)yy Ilons. contlulfs, manhole antl ether ten- imVes}merd and suM proper - Nor o Oeuee Of vn/ court Of Mc y -our. E. The Grantee sh II tlemonslrale none flaturn, at its o Irg Its e the ATV service of the pranfee by Instrument py at -fee to sub• ° expeme. 11es ante hosts N origtml coon, less Unity States Or at the Stale It herein s IMrs Ihaf a signal n City shall have Me right, 1 NI 111e table de edotlors These ro. Texas or of an gency or ,Vukk y fen "GROSS ANNUAL RE- strenOfh and adequak Limes, to rcaulre Grantee fo Manpp Iralsa�shotl be p ep°red or uWloved bo hgvin y a quail! i y pole, CanduN, Ilne dy q IUNSe1W'm In me pram - - CEIP7S" Is ny antl all camensa• Y i Intro d °lie- the Ioallen of an s ord,swtce shall red 1>r a Certl}kd Public A"ounfant ord Ices, the }arms of the }Ion and o1Mr "n Sider. IS In any o faUllly when, In the opinion sf Me There staIf be wO Ic along wit be tleemad dmendM so of o Ilrcror- form whakver and ° y "ntribul(ng SECTION 10. OPERATION AND Director of Public Works, the public Mem Suds enter reasonable Inform°- Porafe the terms of any such rule or grant or subs(dy received djrMly or MAAI T UtNCE OF SYSTEM, convenience requires Such dlonfie, Hon as the qty Council shall request rmufalfen. order or entree. _ Intllrectly from uMUibers or er -The Gmnfee shall render efR- d all expense }harm! sl In payment ter television floosies fe- c7mf servlee, make repairs properly, by Gronlee. In the aura+ ceh, wllhln fine [Ity. aed Inlemum service only for good other p,AHe way 4, GROSS ANNUAL RECEIPTS ux '%d for the shortest time msSl- tee shall rt v II n °hall oat inclye nY faxe3 n the ble, I -M In- rouillm, Inwfar a] ihere/rom, and restore ft er lees furnished by Mesperantee Ira- possible, sMll be precedes by notice without delay or Cast to 1 posed directly on y u r ar M e shall occur 'during Parlys of a or City. Tiber by n u ityv, tine a Cher minimum use of the system, Owners Gfontm's w governmental nil tl collected by B. The Grantee hall Intaln on utility msmlenh, Streets, the Gronlee far such governmental !!flee In } , C(ty Which shill be open public ways Imy be ar Unit during o11 usual builneSS he (9) "LOCAL STATION" IS a telo- Intl I listed Wepho a an IHen broadcashn0 lf.hIn the operated !teas comPialnia Grade A okur f which includes Tuey I, for pours yy tl 'me City olcCarWS Chrlsli. CY Therservi ice furnished Oy SECTION J. GRANT OF NONEX- hereunder Iv sole Cit CLUSLVE AUTHORITY. Y and It A There Is hereby prpnletl by Stec 1 °ors shun be firsb class Ir [Sly to Me Grantee the Ighf pntl sPecfs antl shall be suan vs W pr(vI'— 10 ns}mN, nettr operate the Imfl tlanper l life OM I tl malnfnn, ln, upon, along, cross, technl lml'stand rESCa°depfe above, over antl under the streets, }icon to time by the FCC IIeYS, public ways oM ptaces Mw farlh and mnfafned in "TI 'laid put or dadlcaly, and all exfen' dares of Gaed Enpin¢erkp F -1Ims thercn, and addition! iherel °, atlopla and IS 11 a by u n the Cify; poles, wires,^ "bin, um mlHOn darOrouM < yull, holes, tl p All Imbllaftans ode 'cMar televlsl huuaer' d Six- Granree shall be In paoE, sea ures ne svry far Me Intemnce So fe ror s all one matntainy M aerotian in the Clfyy Of a CAW c ndean t NI limes. The Eyslem far me Interception, role and flora isirlbWlm of he o i video SID: sjrene}, allays and public pldn n Is, suDlert fatten cmdlflons Mreln put first procuring a WflHen * set faith' from WMltud representnt B. Tile right t° use and aCCUOy the CIN, nd II ark .r su Id streets, alleys, public ways and Shah be done Under the up Sold for ^ e puraoses hereln t of the City forth hall of be Iuslve, antl the y nnh. life, d City reserves ill rlptll le grant sIT, meet the oparovol of the City 1 • Or use of sdd streatsa alley :, Public r. No rname will be made wars and place!, 10 ny P<Ifn r CIE Ail jh;°piiafl n: and rani ny time during ihs peeled f ihls of Tres, cables, all ,Ines, franc . i rmfee's e I SECTION ;. COMPLIANCE WITH ygscrlMrs'gresldentesend f b NA NCIGBLE LAWS AND ORDI• hell be de pntl en51Ne NA NOES. 1hM same shall be Ovate A. Grantee shall, of all limes du e• rPm Ing the life of Its permit hereunder, Inoccessllle to insects and vet be subject }o the lawful erclse of F. The Grantee shall previc the Pulse vpavwer by }hs City all to subscriber with efficient ch ma ale gulptlons s the switch any vihirn the subscrid C,lY me eermfter establish by r raspy tl c ivefroY II 5 tartan a inance To 1 i an d, ibe felevislon receiver from s }M 9hl Is spe'In 11Y r y by Me Input to an antenna for dire CITY to tl°pt, In add III n to me Meam re PHOn Of kcal an erxovislons hereln contained all In television afnlons, °i the subs, Isflnp IT to ordinances, such request adtl 'If onal Wlatlons Os If shall floe G The iranskr of II }el _ ecesxry In the exercise °f the find shoals to Corpus Ch ht Rey the Power, pravI: fha same be Site by microwave to be o<' reOSOreble 'ram t by nonprofit B. Dennis. shall rate Ih Co• IIOn under the suPs"Islon of a aunlly bntennv televlslan ystem in If tr"' a Nueces Curly teal dente wnm fine laws or She stain Me following technkohspeaifl I Texas, of the [.npress f the VIDEO United Sites, oM the repulalirns al Video in .... 1 volt Cmpaslle the Federal ComneunlCotlms Commis- - Syvnt, 75 ohms. star Whleh may now or herm(ler M Video out .... 1 It Campaslfe avpvplttoble }hereto. NOM., SMII be Sync, IS ohms, stray to grant Greenlee any right Vertical InlervOl tilt .. less lh or privilege lawfully within the fur. al terrilmllnp ladiCllan o} any other repulotary Iyy Video bounce .... .. Less Wt." ar agency a M Grantee shell secure Prequency response( PP Vidm and held 11 neessbry pcenses, per- •• plus or roll d a,,horizoflons as coos M Dlllerenllol I tlo, 10 cycles to mTUkun I'Iteneo teievC rr unless Can •5 do, lat or `aSECTION 5. TERRITORIAL AREA Different[., phase ... s the INVOLVED Signal IO Hum ratio ..0120's the This franchise Is minted a it area fie I.Yt anal [henleforthh` deed Signal to Ise Ratio . better thereto during me term of this Nam 65 db, PP /RMS, Weil ChIm. Fade Morale .. 40 DB, lest tho SECTION 6. LIABILITY AND IN °f DEMNIFICATI ON. AUDIO A. he Grantee shall upon Ih C. Audio Input ....... D eb )III'. tlmaesa pulingifn Ordinance, cendf t °y Addle output ......0 IS lebvel • frmchhe Issued hercuntler, mamteln Frequency asp- •- plus :D the CIN•)and file .[in e the Coun cal, o} the 1 ab, 50 cYCles to 1 COIN of Cmlx. Christi, at Its o Slgml f° noise ..., better Than , st and expense, a geneal cI,4we Audio Distortion .. leas the hensive liability Insurance palicy, In SCHE C T I O N 11. SERVICE Prof.Mlan of the City of Corpus TM Grantee shall provide suet Christi, its Mrlcers, boards, commis- Callanol tele "ble mice to slants• .yell.. end mploy<es: in -a schoolio <o }Ions ands teodllnp sti comPOnY approved by the CIN Mane• wllhln the City for educational per antl In a form sMBfacfery to them s upan request of the City poil yPerson, o�ga last tll °bi11N fair less t wnafuever to if or the S r damage for perunpl Injury, death, Ifah Imeciionl`,apravlde rimiier roe and the em retlehsdof Grantee uMer such ithme cost to private scrxrols franMies, with minlmum IIab1N Ilan clvdlnB parohlal piper elf Its f SDDOp00" for rermnol In hoots GrOnfee mvy bring In e death of any a l the San Antonio f Houston Or SSDOZI01S fay permit and Ilonvl channel, subject to FCC p1lonal Injury or pravgl, al ra cost t the comms death of two or more persons In any by the use Of microwave equlpr e e acmrrence, nd SS).000OD for Such microwave xrvice con be dame0e to property resulting from der o tract ih""I Son' any no occurrence. Bell or,. ther eommwn mrrlerr a B. The pallcy mtlonM In he the Instvll.tl°n of microwave 10 far. Ira p"'I'auh hell n the 'Sold IIV In' by Gr.2"'. beaty rdif eommisslons,atopeits and a.. SECTION 12. OTHER BUSIS ployeu. as ddlflonol Insured tl ACTIVITIES. A The System null t e fhall contain Mevprovlsl°n that Wrt}- dlreclit System s In the sat en tiCe '} m Ilatlon r reeuo xrvke of television sets, ac "ss, }Ion In ca age of said Policy shall a raped equipment, other men be delivery to the CII fen (10) days servicing of equipment owned by In ativance of the effective sate Mere• Company os part of Its trans t either If such Insurance is provided In star ysfem. The ystem hall either case by a pricy which coven suggest, CammME o single Grantee or any mar mflior ppee any felev 'I In or Ira senMan those above named, Hlar r business esl.bliMm <nt to he d) policy shall contain me standard Ironlree by Its subscribers The C ssdlability tlerumeM. pony shall a rcise 11 reason arC. No f. _;a granted under MIS Inlluence 1 Ifs open 11 pie erdivence shall be effective unless or one represenlaflves to r I 1 equipment, , Pan a xar°npn 1 nm pew ror a easfmme time The Grvnlee's Ire of oil", mar SO edIp ge°rt °r, Satin fie tram'" r " y be me ssTry in ts, sheets, alley] and public first quarter ncinngg with the the apirxan f Me eI, punul t° I shall be wboNinaty to the use ffectliv date of this ordinance, Me bring Itself Into commlame will the id easements by the presenlly lollowlne]' minlmum pahments odd tarns of Me ordinance. fioff tBIIh,:'. d the Grante here- respective perttnigges f grass e• SECTION y. PARTIAL: INVA• hall, in the absence of gros Ipts received byy the Grantee for LIDITY AND REPEAL PROVI- Igence and willlul "Mutt of ex• the rendition of co [a antenna service SIONS. D uHlifI. canponks, hold }be within the City, whichever jeush sum 'N any S dI n, subsecllom, sentence, harmless for y damage 1, x Tel n gross Welt IS <laux, Phrase ser portion cf this endl- rM's Salem and equlpmen} least. grmter. For ch quarter f ha trance Is far any •ratan held ;av of n Sold semenb In the event iplkwbp IespecNve years, in fallow- m t,_ In irg rnPaCtive percentage all Comes• cgnNxt.no IurhdlMa, iUCI pp }ka re ymoped oa a result of pendln0 minmum p Srt,rly payment MII be Wemy v separotev distinct, I or* oMrWlana perfa7e by shall be Id; Ord 1 proWv d urn ICIry the herafafor, %ISfleg 1 First year, 6% or minimum of Mldisq°dsholl rat olfect fine wlldity of Itles'voy further, in ill e + SS,ODO per quarter. rho rorreirf Puritans hereof. dvma0ee by the }WUre S. SecoMrymr, 7% or minlmum Of Tfgf Me S egol� ordinance was Ilallm, onfimttlon, exist an SUM pe rdar. sad far The ifnt iRna all passed to 'Ian, maintenance r repair of J, Third year, B% or minimum of Its second reading on Mis the 16th facllitles by the City or utility STOpW Perquprler. day of July, 1969, b1 the follawlnp moles 1. , th year, 9% or minimum of vole• Gronlee !hall, upon rcqueEt of SIS.OW per gmrter. Jock R. Blackman • Ave ^er... holdlrg building r S. Fl1ih year, la% or minimum of Ovbe Lozap, Jr. Aye Permit Issued by Ma C(fY, SJ7,5g0 per quarter. V- A- "Dkk" Bradley. Jr. Aye O fly raise or lower Its wires Concurrent Ith < ch Pay. Eduard. E. de Ams Aye it the Melvin g f aWltlings, t. Grantee shall reeder the City a Ken McDaMN " qye `.. dmeW Cost he be home by full, true and canplete latemant Of W J. •'Wmlgler" Roberts Aye rove Me me n which the recap Roank Sizemore Aye S otee Shall fully mmIN with Is hasy, nd far Ma p the es } That the foeg%1"g wdblana Ing and build ing requin are I, erifyi g }Ile corroaless of the same, eatl far the MI. time all pots., CITY• M roMinp hereln ton- Grantee's beaks, shall at all reason• fo Ifs third Radlnp on }his }he 6 i sMll be construed to "mti. able times, be subject to Inspectlon day of Aug., 1969, by ill Sollowl,q a waiver of any such repula• all OuNt by the City It,: B. Grantee hall pprrooccuurb all pay Jack R. Blackmon . s Aye ihould Grantee refuse er fall }° for all occupafloml Ilcelees all par. Gabe Loxana, Sr. Aye r bate Hs INn, yaks, mil required by the Clty oneror me V• A- "Dick" Bradley, Jr. 1 Aye ,its or Other faNlitin m prevle• SMe n Texas, drp sMli pa c pll vtl Edmrdo E, tle Aces Aye tms or an — —1Nm d. vnorem PM other loxes or hurges Kan McDaniel Aye dimnce, Cify —11 have IM kvled Ns .YStem m faellitias' W J. wangler•• Roberts SAY. to eo Me work, c R to and ran, 4 n'hull be con. lnred Ronnie Slaemor. Aye no, add 1be cost m<reoe shall be SO, °semRt Gramm ham any ' M TIW )he pragpintl armnrKA Ile 1 Granke one eileUfm payment K Marge°, nod far Me thlra tlm: one parsed be made by Court °ctbn SECTION ,10. FORFEITURE OF }I'lly an, Mh ma — dpy Of vise. °f FRANCHISE. - 9—, IS the f.Ilowing Grantee shalt obtain all naka, 1k In addition to all Other rights n'a. permHS from the Texas Sigh °ad paws! pertOlnmg k the City by Jack II ,Blxkmm kwrtment, The Ceres of ErgL Kf1Ye Of Mis franchise or oMerwlse, Gabe LAmno, Sr. M ony other agemey so,im Ift Me Cfir the right to term)- V. A. "Dick" Bmdiey, Jr. iWion over ofree's, )even erp auto Mia franchise arq eN right old FptllgNO E. da Ases W rte ways In Nr CIN, prbr mmNlNpn n fM Grantee hereunder Ken McDaniel = of or construdfm in suer Nn tbe evwti that She Grantee; W. J. •'Wnitgler• Roberts I ay Other Wile ways. (1) Vint°te> a� Provision of this Rmnle Slzemere r nfee snNl aprm+p repave or f°Wx Or °try Ie, .rd °r, Or de PASSED AND APPROVED, Mlv t fe Il Original g "ntlffien, ar M terminofln n the CI�Y or CIN Coun the — ddY of - -, 19- -. litter equal thereto, all prlete- dl node ahc m is ty franchise; ATTEST: ' pubIICIY awry property dark _I2) Becomes ksalwenf, unable or t is a resale ar Gronteeb irlinro- Ring w pay Its debts, or is City Secretary Or service to ft equipment, °djudgy OotykrlrpL h) AHempis k dispose of any of MAYOR r10N 15. TRANSFER OF 1diRles or property of ds CAjV THE CRY OF CORP-US CHRISTI. -RISE. basin... he arlveM tae qtyy from TEXAS , M ironMise shell be ° priv4 =d—rng s e, vs pr°vdy tar APPROVED AS TO LEGAL FORM be held 11 4"=*! host by momm; THIS THE ,glral .hanfee and ml'^a M fs) ghamph fo noose any or Me —DAY OF —_, 1) - -• en, be ones, transferred, pre f's f of Mhv franrni>e or Prac- __ s119ned or tllsposed or, In ekes arty fraud r deeH upon the City Attorney m required fah out nn :fee sonatina under this rm,Hlm Irtgaa<, or other hypothe. GreentI t be Provk<d wit whole, to secure a0 °ewWanrtl'tdN to bo hmN by the le whole. CHANGE OF CON- SECTION 21. EXTENSION ',RANTEE, SERVICE. aiI of the City Coumil The Grantee, sMll, uoon reque red where .wnenhip Or Y Iw^habltaM of or o e than 30 %of the r,a,, City here there a °Isis f 3 I Grantee Is .alulred by them exceeds a derslty Of 35 c .raw of person adlnp ,ng Idulldlng) u Its Par street to If NTOm olreveY WN fa substceriber fort xtenbask inirals SO% f Ice =Z 15a lee} from e of mnfrol, ingul°rly or lee's primary able shall not U By Its accePfanCo of Mh Grantee's ourafpocket cost k hee Gran}eg speClfleallY bor emit Werlals. occurring mO IM out Arlo NEB ION 22. NUMBER OF CI the Clty Council steal Del.'s Coble dlsirihOlom sy lolatlon of this frmMhe Shall be , bN at mrrylrg M tea twelve D2) teievhlaa-ent 1). CITY RIGHTS IN FurMarmere. nom the .I.,. , fil each of Me /ormoirg parkin, of c mu re , .. , o, r1 Pi me - 1n m any ^ e r I I o rotes, on a ma insurance os r ° Pllance with Mis Secflan. �Ime during normal tininess hours. ly beSlS, Oand Charges arc het mulrcd t }his section B. This fronch, se thorizes only C. The Clfryy shall have the sigh}, Wharfed 1r Nice Untler have been eellvered 1. the Cify he operation Of me CATV snfenl a; during Me Ilf' n M11 }mnchlse, fo franchise M shall nn be Id D. The Grantee shall, ward I fly provided for hereln, M tlaas of install nd maflltaln Tree of ise, I i✓Y ill Grantee: me WIIh the acceptance of award Of any fake Me o oce or any Other franrnIse, upon the les of the Gramm oNtfal tapir all franchise granted under MIS NI- license, permit whim Ipht be ire and ppaole flxlaes necessary al°prY rpn• ca SN, na a line with the Clly Secretory, required, Oy law,'of the Grantee. Cityy alarm safe -s s Me mMi}Im 2 For man maigmol television ntl at all times ihmmlter m °Intaln SECTION 1J. SAFETY REQUIRE- Shoe such Sake °rld pals flxtwn do In Iuil farce and effect Ipr Me term OI MENTS n Iniertem will, the CATV o 0. TM A ° +n Mil Oe shown Ipr� wch nm, frnnMise, of Grrnlee's sole ex• A, The Grantee shall at pll }Imes flan of the Grantee. p`fO- following type of substtiberse irau a Carparo a surety bond in e e ployvo tllnary a antl shall In• D. The Cify shall hove the rlhf fo I OM -1-111 dwellings, any pppmve1 by, a ,d In o svloli, 11Tfoi, ntiv ly pervlse all firucilon or Imtalla- let' f/•x9 Per mC tam fe b< pproved by, nMa City CCIPiI thus nda`tlevicas far flog vrork performed subject to the Each oddrtloml eWIN: .18 aMameY, In }he amount of 56D,aW.m, prevenllre fallures all Idenis 3ravisbns of coif }ran<0, antl make renewable fly, and mane y Mch a likely to muse damage, uch Inspeclions as If shall f1M nee• 2. Twos he lour - family dwellir upon the faithful perfarmance of Injuries or nulsanen }o Me pablle. a.y to Insure compll hall with the mete eparafely billy unit: Gramm, and upon the further coMl• S. Grantee sha11 Install d maim terms f ills franchise and other xr rah Non Shot in Me even} Granim shall fain Ifs Ives, c Iles, flxturcf, and pertinent pmvhla" of law. anlch ddltloal outlet: prefall fo coml, r Ifh any one or mote Iher equipment In acCardane wIM E. At }he axplrall *n of Me 1. for ; MWtipl ur dwelling In exc e(vision f Mis frvnchise, there the rmuim -enis f Me National whtM Miy ImnMlse Is graMe0. a or pa aSi}s, InUydtin s In nll be recoverable, jointly antl sev- EIMr, I I Catle, 1968 Etlitlon, a d upon its 1.rmlnallon ary 1lflanr sal ntl fly, .n Ma principle all !Veal a el y lulure Ctles all a tlmenh pravltled far hereln, the Clfy shaft flan; apartmenh, first e n Eech and O y tlomaQef or lass W ieerno adoe^ed by ins Clty .ComcN, home the ri0hr to rmuke }he Granim Each addifiaal °uHNP`reg ry by the City as result Mmeof, In s ch m ne that they ill rat le emov } Its he Gra all f Incly(ng Me Tull °mount of ady cam _inferkre or confllet wIM any Installs• pamlons of Me GN syskm from all e. Cb ImercNl estoWlstmxnl, ey 3°' �� / INTER - OFFICE COMMUNICATION Dept. LEGAL TO T. R. KRING, CITY SECRETARY From R. W. COFFIN, ASSISTANT CITY ATTORNEY Da f¢ NDVFMRFR Phi 1969_ Subject CABLECOM BAND AND INSURANCE AFTER SOME INITIAL PROBLEMS IN RESPECT TO THE MANNER OF COVERAGE OF CABLECOM BY TWO INSURANCE COMPANIES, CABLECOM HAS SUBMITTED A REVISED PLAN TO OUR DEPARTMENT WHICH SIMPLIFIES THE ARRANGEMENT AND ALSO EXCEEDS THE REQUIREMENTS UNDER ORDINANCE NO. 9+70. WE HAVE REVIEWED THIS NEW CERTIFICATE OF INSURANCE FROM LIBERTY MUTUAL, POLICY No. LCI- 6$1- 004711 -0$0, AND FIND THAT THE LIABILITY INSURANCE PROVISIONS OF THE FRANCHISE ORDINANCE ARE F�LLLED. ALSO, AB LE COM HAS TENDERED ITS PERFORMANCE BOND AS REQUIRED BY THE ORDINANCE, HICH WE FIND TO BE VALID IN ALL RESPECTS. WE HAVE THESE DOCUMENTS ON FILE IN OUR OFFICE A D WILL FORWARD THEM TO YOU IF YOU SO DESIRE. YOURS TRULY, R . W. CO AJIFVFI �6% v RWC:VMP A. Aagvet 29, 1969 Mr. Ialaad Harms, Macagar Classified Dapartonut Carpva Christi Caller -Times 820 North BnmAmy Corp" Maristi, Tames Very truly yours, T. Rey' Kring City Seoretsry Q e July 16, 1969 Mr. Leland Barnes Classified Manager Corpus Christi Caller -Times 820 North Broadway Corpus Christi, Texas 78401 Dear Leland: Herewith you will find the following ordinances: a. granting a franchise to Coastal Bend Cable Television Corporation; b. granting a franchise to Cablecom- General of Corpus Christi. Please publish these ordinances on the following dates: July 21, August 8, and August 22. The vote on the second and third readings will be called in to your office after having taken place. TRK/jw Enclosure a 9 I Sincerely, T. Ray Kring City Secretary ` � f a �J F i CASTEL CORPORATION POST OFFICE BOX 2211 1211 SIX HUNDRED BLDG. — PHONE A. C. 512- 884 -8101 — CORPUS CHRISTI, TEXAS 78403 WILLIAMS C. CUNNINGHAM PRESIDENT May 27, 1969 Honorable Mayor and City Council City of Corpus Christi Corpus Christi, Texas Gentlemen: I In compliance with the City of Corpus Christi's letter of April 3, 1969, a proposal for a cable television franchise is enclosed. Attached is a Cashier's check for $5,000, as required for filing the proposal. The opportunity to present this proposal is very much appreciated, and it is hoped that it more than meets all the requirements. Sincerely yours, ' � Williams C. Cunningha Cablecom General of Corpus Christi WCC /je Encls. 0 5- - / MICROFILM AUG 14 1973 I� I SECTION I IINFORMATION REQUIRED BY THE CITY OF CORPUS CHRISTI w 1 PROPOSAL FOR CATV FRANCHISE 1. CABLECOM- GENERAL OF CORPUS CHRISTI, 1211 600 Building, P. O. Box 2211 , Corpus Christi, Texas 78403. 2. CABLECOM- GENERAL OF CORPUS CHRISTI is a partnership ' between Cablecom- General, Inc. , (51 %) and Castel Corporation (49 %) . 3. Cablecom - Genera l, Inc. , has signed a partnership agreement with Castel Corporation to completely operate, maintain and finance CABLECOM- GENERAL OF CORPUS CHRISTI. ' Cablecom - General, Inc. 'is a publicly held company with its stock presently listed over the counter. Procedures are underway to have its stock listed on the American Stock Exchange. RKO General, Inc., a wholly -owned subsidiary of the General Tire and Rubber Company, ' owns (through a wholly -owned subsidiary) 68.8% (1,104,525 shares) and the public owns 31.2% (500,475 shares) of Cablecom - General, Inc. , issued and outstanding Common Stock. ' Cablecom - Genera l, Inc. has been in the cable television business since 1952. It is engaged in the operation of cable television systems ' and, through a wholly -owned subsidiary, provides microwave service to affiliated and independent cable television systems. As of April 1, 1969, Cablecom- General, Inc. operated 37 cable television systems in ten states - Arizona, California, Colorado, Kansas, Mississippi, Missouri, New Mexico, Oklahoma, Tennessee ' and Texas - serving 76,575 subscribers. List of locations, copy of Cablecom - General, Inc. Prospectus and Certified Audited Financial Statement are enclosed. 1 1 Castel Corporation, a Texas corporation, was formed to bring cable television to the Corpus Christi area and has approxi- mately 20 local stockholders and is headed by William C. Cunningham, who has been active in the cable television ' industry for the past eight years in south Texas. A list of local stockholders is appended to the agreement in Para' ' graph 7. 1 1 1 1 1 4 1 1 1 1 1 A. Initial tap -in and connection charges: $ No Ns. B. Charge for each additional television set connection: $ M3 MONTHLY SERVICE CHARGES: A. One family dwellings: $4.4%per month for the first outlet $ p,48per month for each additional outlet B. Two to four family dwellings: $4.46per month for the first outlet $ o -48per month for each additional outlet if dealing with each individual tenant. If a contract is signed with the owner to furnish cable television to the units, the rates will be: $ 4ASper month for the first outlet $ OASper month for each additional outlet C. Multiple unit dwellings in excess of four units, including motels, hotels and apartments: 54.48 per -month for the first outlet S 0.4$per month for each additional outlet if dealing with each individual tenant. If a contract is signed with the owner to furnish cable television to the units, the rates will be: S4%48 per month for the first outlet $ O.$$ per month for each additional outlet D. Commercial establishments, including banks and merchants: S 4,48 o.4Q E. Schools, colleges and hospitals with multiple installations: . $NaNf for schools, colleges and non - profit hospitals All subscribers will receive a 30 day free trial. t 5. CABLECOM - GENERAL OF CORPUS CHRISTI will pay to the city of Corpus Christi, Texas an initial franchise fee of $ 1670 1 000.0o on acceptance of the franchise. 6. CABLECOM- GENERAL OF CORPUS CHRISTI will pay to the city of Corpus Christi, Texas the following percentage of gross receipts; (e % First Year �% Second Year _ g % Third Year q_% Fourth Year /0 % Fifth Year It will pay a minimum of: $ P0. Ooo • Oo First Year 50. ewe . an Second Year $ B abe , qq Third Year $1 Ooi [foe ee Fourth Year $ 1 s'o. a e� Fifth Year regardless of earnings. It will agree to conform its accounting system to a system approved by the Director of Finance of the City subject to such ruling as may be issued by the FCC pertaining to accounting. Payments will be made as directed by the city. 7. Enclosed is the only agreement that CABLECOM- GENERAL OF CORPUS CHRISTI has written, oral or implied with any person, form, group or corporation with respect to the franchise and the proposed operation. 8. Enclosed is a cashier's check in the amount of $5,000. le 9. CABLECOM- GENERAL OF CORPUS CHRISTI, if awarded the franchise, would follow this plan of action: 1) Open initial office for informational purposes immediately. 2) Complete detailed engineering and mapping. 3) Complete power and telephone company pole attachment contracts. 4) Apply to the FCC for authority to microwave one independent and one educational television station from San Antonio and send notification letters to the Corpus Christi television stations. 5) Overcome the administrative and legal roadblocks that will be instituted by the Corpus Christi television stations. 6) Begin construction of the system within 30 days of receipt of all necessary permits from the FCC, state and local authorities and when proper space is made available on the poles by the utility companies. 7) Construct permanent offices and studio and begin service to our subscribers. 8) Issue regular progress reports to the city and public. F CABLECOM- GENERAL OF CORPUS CHRISTI wishes to list, in general, various points and services that will be furnished by them. 1 . 24 -Hour visual and audio Emergency Alert Service 2. Closed circuit to all schools from a central location 3. Development of video surveillance locations with a total of up to six channels for education in cooperation with the Police Department. 4. Color- equipped studio for originations and public service programs. 5. Color- equipped mobile van for use in video taping noteworthy events. 6. 24 -Hour visual news channel. 7. 24 -Hour visual weather channel. 8. Stock market quotations. 9. Construction of complete office and studio in central location. 10. 24 -Hour - 7 days a week - maintenance and answering service. 11. No discrimination of any type in employment. 12. Cooperation with the Corpus Christi television and radio stations. 0 PROSPECTUS i� 500,475 Shares Cablecom- General, Inc. Common Stock ' (Par Value $.03 Per Share) Of the 500,475 shares offered hereby, 275,475 shares are being purchased by the Underwriters from the Company and 225,000 shares from the Company's sole stockholder. ( See `Principal and Selling ' Stockholder ".) The Company will not receive any part of the proceeds of sale of the shares being sold by the Selling Stockholder. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ' Prior to this offering there has been no market for the Common Stock. Accordingly, the offering price has been established by negotiation among the Company, the Selling Stockholder and the ' Underwriters. ' * Before deducting; expenses a +tunated at 5170, 000, of which approximately $5:3,000 will be pail by the Company and approximately $77,000 by the Selling Stoc•Lbolder. ' An aggregate of 25,000 shares will be reserved for sale, at the public offering price, to employees and directors of the Company, its parents and affiliates and to certain other individuals to be designated by the Company. To the extent such shares are so purchased, the number of shares available for ' offering to the general public will be reduced. These shares are being offered by the Underwriters named herein when, as and if received and accepted by them, subject to the approval of certain legal matters by counsel, to the right to reject ' any order in whole or in part and to certain further conditions. ' SHIELDS & COMPANY INCORPORATED January 15, 1969 Underwriting P Proceeds to • P Price to D Discounts and P Proceeds to S Selling Public C Commissions C Company* S Stockholder* Per Share . ................... 1 1 515.00 5 51.05 $ $13.95 $ $13.95 Total .. I I $7,507,125.00 $ $525,495.75 $ $3,542,576.2.5 $ $3,135,750.00 * Before deducting; expenses a +tunated at 5170, 000, of which approximately $5:3,000 will be pail by the Company and approximately $77,000 by the Selling Stoc•Lbolder. ' An aggregate of 25,000 shares will be reserved for sale, at the public offering price, to employees and directors of the Company, its parents and affiliates and to certain other individuals to be designated by the Company. To the extent such shares are so purchased, the number of shares available for ' offering to the general public will be reduced. These shares are being offered by the Underwriters named herein when, as and if received and accepted by them, subject to the approval of certain legal matters by counsel, to the right to reject ' any order in whole or in part and to certain further conditions. ' SHIELDS & COMPANY INCORPORATED January 15, 1969 THE COMPANY Cablecom - General, Inc. (the "Company "), formerly named Vumore Company, was incorporated ' under the laws of the State of Oklahoma in 1952 and has its principal office at 3524 North Tejon Street, Colorado Springs, Colorado. It is engaged in the operation of community antenna television systems ( "CATV ") and, through a wholly -owned subsidiary, provides microwave service to affiliated and ' independent CATV companies. In addition, the Company has investments in joint ventures and affiliated corporations which are also engaged in the CATV business. (See "Business ".) "Cablecom" refers to the Company and /or one or more of its affiliates (which include consolidated subsidi- aries more than 50% owned, joint ventures in which the Company participates and non - consolidated -corporations 50% or less owned). As of December 20, 1968, Cablecom operated 37 CATV systems in 10 states — Arizona, California, ' Colorado, Kansas, Mississippi, Missouri, New Mexico, Oklahoma, Tennessee and Texas — serving 70,744 subscribers. As measured by number of subscribers, the Company believes it operates the sixth largest group of CATV systems in the CATV industry, one of which groups is significantly larger ' than the others. (See "Cablecom Systems ".) Prior "to the offering made hereby, all of the issued and outstanding Common Stock of the Com- pany was owned by Video Independent Theatres, Inc. ( "Video "), a wholly -owned subsidiary of RKO ' General, Inc. which is a wholly -owned subsidiary of The General Tire & Rubber Company. Upon com- pletion of this offering, Video will own 88.8% of the Company's issued and outstanding Common Stock. (See'Trincipal and Selling Stockholder ".) USE OF PROCEEDS The net proceeds to be received by the Company from the sale of the 275,475 shares offered by it will be approximately $3,749,876. The Company intends to apply a portion of the proceeds to the retirement of loans in the aggregate principal amount of $3,021,482 payable to Video. The borrowings from Video were incurred principally to finance the purchase and construction of certain of Cablecom's CATV systems. The Company intends to apply approximately $450,394 to general corporate purposes and approximately $278,000 to the costs of improvements to existing systems and to the continuation of construction of new systems. The Company estimates that the total costs of such construction and improvements will be approximately $840,000. The Company anticipates that the excess of such costs over the proceeds to be applied thereto from the sale of the shares of stock offered hereby by it will be provided by internally generated funds. In October 1968, a subsidiary of the Company obtained a bank loan of $1,250,000, of which $1,000,000 was used to repay advances to the Company (obtained for construction purposes), $100,000 was applied to the costs of construction of such subsidiary's system and $150,000 was added to the working capital of such subsidiary. Of the $1,000,000 repaid to the Company, $500,000 was used to repay a loan from Video and $500,000 was applied to the costs of construction and improvements to Cablecom's systems. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERAT —TOT OR EFFECT' TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PRE- VAIL IN THE OPEN MARKET. SUCH STABMMNG, IF COMMENCED, MAY BE DISCON- TINUED AT ANY TIME. CAPITALIZATION The capitalization of the Company and its consolidated subsidiaries as of January 10, 1969 and as adjusted to give effect to the issuance and sale of the shares of Common Stock offered by the Company and to the repayment of the Ioans from Video was as follows: outstanding Adjusted Authorized Outstanding as Ali - IMEBTIDNESS (1) Notes due 1969 -1973 with interest (73/4`% at January 10, 1969) at a /4% over the prime rate(2) . . .. $4,500,000 $4,500,000 $4,500,000 Note due 1969.1974 with interest (73/4% at January 10, 1969) at 3/4% over the prime rate . . 1,250,000 1,250,000 1,250,000 6% Notes due to 1970 . ......... 140,054 140,054 140,054 Loans payable to Video Independent Theatres, Inc. (parent company): 7t/4 %o demand promissory note ...... 250,000 250,000 — Non- interest bearing advances ...... 428,482 428,482 — 7r/4% subordinated demand promfs- sory note ......... ............ 500,000 500,000 — Non- interest bearing subordinated demand romissory note ....... CAPITAL STOCK(3) 1,843,000 1,843,000 — Preferred Stock, par value $5.00 per , share ... ............ ......... 1,000,000 shs. — — Common Stock, par value $.03 per share 2,160,000 shs.(4) 1,329,525 shs. 1,605,000 shs. (1) Including amounts due within one year. ' The principal payments on the above long -teen debt as adjusted and the annual interest requirements (assuming continuation of the current prime rate, where applicable) of the Company and its subsidiaries for the periods specified would be as follows: Year ending September 30: 1969 1970 1971 1972 1973 1974 ' Principal payments on long -tern debt .. $718,252 $826,000 $848,334 $1,196,668 $1,196,668 $1,198,330 Annual interest requirements . 427,985 382,269 320,082 243,576 150,834 24,655 Of the above indebtedness, $4,500,000 is attributable to the cost of construction of Cablecoms Colorado Springs CATV system. (See "Litigation ".) In accordance with the Company's accounting Volley (see Note H of Notes to Financial Statements), interest expense relating to such indebtedness will be capitalized until the Colorado Springs ' system is activated. Were such system not activated during the six years ending September 30, 1974, that portion of interest which would be capitalized would be as follows: 1969— $333,389; 1970— $296,437; 1971— $249,938; 1972 — $194,719; 1973— $124,969; and 1974 — $20,344. Upon activation of the Colorado Springs system, such capitalized interest will be amortized over a period of years not yet determined. In the event that as a result of subsequent events relating to the litigation in connection with the Colorado Springs CATV system or otherwise, Cablecom should determine that the value of such system has been materially and permanently adversely affected, Cablecom may be required to reduce the boot: value of such system (including such capitalized interest) by a charge against net income. (See "Litigation".) (2) The credit agreement under which these notes were issued does not contain any working capital restrictions, although the Company and its consolidated subsidiaries did have a working capital deficit of $4,848,414 as of September ' 30, 1988. After giving effect to the ssuance and sale of the shares of Common Stock offered by the Company, the borsowing by a subsidiary and to the repayment of the loans from Video and the application of approximately $878,000 of proceeds of such sale and borowingg to the costs of construction, such working capital deficit would have been reduced to $806,538. A port ion of the Compnnys assets has been pledged to secure Ott indebtedness under the credit agreement ' (3) On October 16, 1968, the Company effected a recapitalization as described in Note C of Notes to Financial Statements. (4) Includes 45,000 shares reserved for issuance upon exercise of options granted or to be granted under the Company's Qualified Stock Option Plan. At January 14, 1969, options to purchase 25,000 shares were outstanding. ' (See "Stock Options'.) DIVIDENDS The Company does not presently intend to pay any cash dividends on its Common Stock and plans to use its available funds in the development of its business. The Company is presently prohibited . from paying cash dividends under the terms of a credit agreement. ( See "Bank Financing".) CABLECOM - GENERAL, INC. AND SUBSIDIARIES STATEMENT OF CONSOLIDATED INCOME The following statement of consolidated income of Cablecom- General, Inc. (name changed from Vumore Company) and its subsidiaries has been examined for the period of five years ended Septem- ber 30, 1968 by Ernst & Ernst, independent accountants, whose opinion thereon appears elsewhere in this Prospectus. This statement should be read in conjunction with the related consolidated financial statements and notes thereto included elsewhere in this Prospectus. Year Ended September 30, 1964 1965 1966 1967 1968 Revenues: Community antenna service fees .. $2,379,267 $2,742,304 $3,122,293 $3,425,186 $4,045,726 Microwave services(1) ... . .. ... 105,525 109,404 109,404 116,754 122,449 Other income(1) ... ... .. 239,655 226,362 178,600 170,077 218,141 2,724,447 3,078,070 3,410,297 3,712,017 4,386,316 Costs and expenses: Direct operating(1) -Note B ....... 985,034 1,118,866 1,267,431 1,417,280 1,665,844 Depreciation and amortization - Notes B and H ...... ... . .. .. . . 609,730 721,037 850,785 973,498 1,107,831 Selling, general and administrative . 415,632 431,977 470,818 535,534 627,371 Interest ... ... .... ... . . ..... 61,908 76,975 95,511 119,525 126,994 2,072,304 2,348,855 2,684,545 3,045,837 3,528,040 Income before federal income taxes ... ... 652,143 729,215 725,752 666,180 858,276 Federal income taxes (2) -Notes B and F: Currently payable .. .. .......... 188,148 217,217 218,202 249,912 405,017 Deferred .. . . . ........... .. 130,823 97,084 85,753 126,507 50,546 318,971 314,301 303,955 376,419 455,563 Net income -Note B ......... $ 333,172 $ 414,914 $ 421,797 $ 289,761 $ 402,713 Net income per share of Common Stock(3) $.25 $.31 $32 $.22 $.30 Pro forma net income per share of Common Stock(4) ... .... ......... $.26 (1) Includes revenues or expenses, as the case may be, applicable to transactions with affiliates (companies 50% owned or less including joint ventures). See Note I of Notes to Financial Statements. (2) The full amount of the investment credit has been taken into net income as a reduction of federal income taxes currently payable. See Note H of Notes to Financial Statements. Federal income taxes (currently payable and deferred) provided for the year ended September 30, 1968 include the 10% surcharge from January 1, 1968. (3) Based on 1,329,525 shares deemed to be outstanding during the entire period after giving effect to the recapi- talization described in Note G of Notes to Financial Statements. No cash dividends were paid during the period but a dividend in kind equivalent to $.075 a share was paid in 1966. (4) Reflects net income per share computed as if the loans payable to Video Independent Theatres, Inc. had been retired at the beginning of the year ended September 30, 1968 from the proceeds of the sale of a portion of the shares offered hereby. See "Use of Proceeds". For purposes of this computation, net income was increased by the interest expense for the year applicable to the loans, net of tax effect, and the proceeds from the sale of 222,045 shares were deemed required to retire the loans payable. (5) Alphabetic note references above refer to Notes to Financial Statements included elsewhere in this Prospectus. 4 The decline in net income for the year ended September 30, 1967 was due principally to the costs of starting up three CATV systems. Also, the costs of two of such systems were consolidated with the operations of the Company for income reporting purposes but not for tax purposes, thus resulting in no corresponding tax benefit for the operating losses reported. In addition, the Company received an investment tax credit for the year ended September 30, 1967 of approximately $30,000 less than in the prior year, due primarily to the temporary suspension of the investment tax credit. DEVELOPMENT AND DESCRIPTION OF CATV INDUSTRY Development of CATV Industry The CATV industry emerged in the early 1950's in response to demands of residents in areas in which the quality of television reception was impaired because of man -made structures, geographical location, surrounding terrain or the curvature of the earth. In more recent years CATV systems have also been constructed in larger cities. To the Company's knowledge, CATV systems are being constructed, among other places, in Atlanta, Chicago, Los Angeles, New York, San Diego and San Francisco. CATV operations are subject to regulation by the Federal Communications Commission ( "FCC "). (See "Federal Regulation ".) The growth of the CATV industry over the past five years has resulted from a variety of factors, including the construction of CATV systems in communities affected by poor television reception, the desire of residents of communities having only a few television stations to be able to receive an increased number of stations and the spread of color television, the reception of which is substantially improved by CATV because of its insulation from outside interference to which color television signals are especially susceptible. Television Digest, an industry trade journal, has reported that approximately 29 % of all television homes in the United States were equipped with color receivers as of September 1, 1968, as compared with approximately 3 % in 1964. CATV systems in operation and the subscribers covered as of January 1 in each of the past five years were as follows: Year Number of Systems* Total Subscribers' 1964 ........ ......... 1,200 1,085,000 1965 ..... .............. 1,325 1,275,000 1966 ............. ...... 1,570 1,575,000 1967 .................... 1,770 2,100,000 1968 .................... 2,000 2,800,000 Compiled from statistics contained in Television Fact Book, Volume No. 38 (Services Edition). Description of CATV Systems A CATV system receives signals of television stations for distribution to its subscribers directly off the air from such television station's transmitters or by means of a microwave relay service. A micro- wave relay service consists of a series of relay facilities running from the vicinity of the broadcasting television station to a location within approximately 30 miles of the CATV tower. The signals are received by directional antennae placed on a tower constructed by the CATV company. The tower site is selected after various electronic tests are made to determine that location in or near the com- munity to be served in which television reception is the strongest At the base of the tower amplifiers and other electronic equipment strengthen, purify and sometimes modulate the television signals and distribute them over the system's network of coaxial cables. The cables, covered with protective mate- rials to prevent electrical interference, are strung overhead on utility poles or pulled through under- ground conduits. At the home of each subscriber a device is attached to the coaxial cable to tap the television signals and direct them, by means of a smaller coaxial cable, to the subscriber's television set. A CATV system usually carries available FM radio signals and, to the extent permitted by FCC regulations, the signals of the three national television networks and of such independent and ' educational television stations (VIIF and UIIF) as can be received at the tower site. CATV systems generally provide from three to twenty channels for reception by subscribers. A subscriber needs no special equipment to obtain CATV service, except in those systems having more than 12 channels, ' in which event a converter is attached to the subscriber's set. Those systems having unused channels frequently provide programs and services originated by the CATV system and available only to subscribers. Such programs and services typically consist of news, weather reports, stock , market and financial information and public service or entertainment programs. Thus, subscribers to a CATV system are generally afforded a greater choice of television programs as well as improved reception. Cablecom provides time and weather service on 19 of its CATV systems, provides news service on five of its systems and originates entertainment programs on one system. (See "Federal , Regulation".) A CATV system is usually operated under the terms of an ordinance issued by the political subdivision comprising the community served by the system. These ordinances are generally non- ' exclusive and non - transferable, have a term ranging from 10 to 30 years and provide for payment of fees to the granting authority. The fees are usually calculated on the basis of a percentage of the system's gross revenues and range from one per cent to five per cent with occasional higher per- , centages ranging, to the Company's knowledge, up to 3690 depending upon the attainment of stated levels of gross revenues. A CATV company generally enters into pole use agreements with the local telephone or utility , company providing for annual rentals ranging from $1.00 to $4.00 for each pole used. Local telephone companies have generally entered into pole use agreements with only one CATV operator in a given locality, although there is no assurance that the telephone companies will continue their present practice. Also, the poles usually have a capacity for only one system's cables. Thus, a competing CATV ' operator might have to pay the cost of constructing its own pole system or replacing existing utility poles with poles having a greater capacity or construct an underground system for the distribution of "Competition ".) its cables or lease distribution facilities from a local telephone company. (See Cable- , com leases telephone or utility poles in all of its systems, except for its four Kansas systems, two of its Missouri systems and its system in Roswell, New Mexico, in which it owns all or a portion of the utilized, poles. , The construction of a CATV system must comply with national, state and local electrical and safety codes and with certain FCC regulations that limit the permissible levels of radiation by a CATV system. ' BUSINESS Cablecom Systems For the year ended September 30, 1968, the Company and its consolidated subsidiaries derived approximately 97c7o of their gross revenues from the operations of 36 CATV systems conducted under , non - exclusive franchises. At December 20, 1968, Cablecom operated 37 CATV systems serving 70,744 subscribers in 10 states — Arizona, California, Colorado, Kansas, Mississippi, Missouri, New Mexico, Oklahoma, Tennessee and Texas. In addition, Cablecom has two CATV systems under construction, , one in Odessa, Texas (which commenced operations in December 1968) and the other in Colorado Springs, Colorado (see "Litigation "), and has been awarded franchises to operate CATV systems in 25 other locations. (See "System Applications" and "Federal Regulation".) , The information contained in the following table relates to CAW systems operated by Cablecom and in which the Company had ownership interests at December 20, 1968: 7 % Pene - Approx. tration Approa. No. of No. of Year of Sub- Miles of No. of Year Homes Sub- Purchased or scrihem System Homes Franchise Channel Channels Exposed scribers Operations to IIomes Com- Community Served (1) Expires Capacity Carried (1) (2) Commenced Exposed pleted IZONA Clifton /Morenci ....... 2,500 1975 5 4 2,500 2,002 1963 80.1 . 29 No ttonwood ........... 1,250 Franchise 5 4 1,200 605 1963 50.4 25 1987/No olbrook /Joseph City ... 1,250 Franchise 5 5 1,150 1,065 1962 92.6 23 No age ................ 600 Franchise 5 4 400 332 1962 80.5 8 afford ............... 1,700 1988 12 - 9 1,500 1,478 1962 98.5 41 how Low /Snowflake ... 1,650 1982 5 4 1,500 1,072 1962 71.5 51 Winslow .............. 2,500 1984 5 5 2,500 2,049 1963 82.0 31 WLLIFORNIA ant osa (51 %)(3) 17,150 1983 12 12 14,000 5,591 1966 399 174 . .all Manitou Springs (51 %) (3) .. ........ 1,850 1986 12 9 1,750 694 1967 39.7 52 SAS �N bilene ............... 2,100 1973 12 10 2,000 1,201 1962 60.0 25 Clay Center ........... 1,650 1978 12 9 1,600 766 1961 47.9 21 ................ 1,400 1981 12 9 1,350 892 1963 661 19 oncordia. ............. wSeloit 2,250 1977 12 9 2,200 1,541 1959 70.0 26 SISSIPPI Clarksdale /Lyon ....... 6,800 1982/1990 5 5 5,500 3,928 1958 71.4 46 1rulfport .............. 9,250 1981 5 5 6,500 2,407 1958 37.0 77 SOURI Brookfield ............. 2,200 1988 `12 9 1,950 1,300 1964 66.7 30 Kirksville (50.4 %)(3) . 4,850 1984 12 11 4,800 1,328 1965 27.7 44 rcnton (50.4 %)(3) ... 2,400 2007 12 8 1,900 1,759 1966 92.6 47 W MEXICO Roswell (4) ........... 15,700 1969 12 8 12,050 1,791 1965 14.9 161 LAHOMA tus (50.1 %)(3) 6,050 1978 5 5 5,950 2,967 1957 49.9 49 AlArdmore . ♦ . 7,550 1972 12 10 6,600 4,152 1951 629 75 Hobart ............... 1,750 1975 5 5 1,550 1,226 1956 79.1 19 ................. 2,250 1976 5 5 2,150 1,698 1957 79.0 23 flaugo abel ... ........... 2,150 1986 5 5 1,650 1,042 1961 63.2 30 ngum .... ......... 1,700 1977 5 5 1,650 993 1958 60.2 21 Ponca City (33% %)(3) 9,000 1991 12 11 8,950 5,321 1967 595 95 NNESSEE }ersburg (51 %)(3) . 4,650 1986 12 9 3,150 1,166 1967 37.0 52 XAS Bonham ............. 2,650 1978 5 5 1,950 1,504 1962 77.1 24 hildress .............. 2,250 1976 5 5 2,250 1,466 • 1956 65.2 34 enison ........ 8,400 1971 5 5 8,000 5,423 1961 678 85 ampasas . ... 2,000 1982 12 8 1,350 663 1961 49.1 24 Lufkin (50 %)(3) 7,050 1978 12 6 4,500 3,143 1958 69.9 96 emphis .............. 1,200 1981 5 4 1,150 845 1960 73.5 15 dessa (26 %)(3)(5) 26,050 1969 20 7 4,400 276 1968 6.3 40 ort Lavaca/Point Comfort 3,350 1977/1981 5 5 3,150 2,712 19058 86.1 44 Sherman .............. 9,950 1981 5 5 6,350 3,594 1957 56.6 78 Mngton ............ 850 1975 5 5 850 762 1954 896 19 r Totals .......... 177,900 131,950 70,744(6) 5376% 7 (1) Estimate of management based variously upon local sources, including city directories, chambers of commerce, pub' utilities, public officials and actual house counts. (2) There is no commonly accepted industry method for counting subscribers and accounting for multiple connections to homes, hotels, motels, institutions or similar places. The Company bas historically counted subscribers only on the basis of tin number of service statements and not on the total number of connections. The Company estimates that the total number connections as of December 20, 1968 was 96,837. (3) Percentage indicates amount of direct or indirect ownership of the Company (through stock ownership or joint venture interest). The Company wholly -owns the other systems. (4) Subsequent to the Company's purchase of this CATV system, the United States Air Force closed down its base loca in Roswell, New Mexico. As a result, there was a substantial decrease in the number of residents in this community and there are substantial vacancies in the houses located therein. (5) Construction is continuing; however, operations commenced in completed segments in December 1968. (6) If the non - Company percentage ownership interests in systems not wholly -owned by the Company are applied to number of subscribers served by such systems, the number of subscribers attnbutable to such non - Company interests would aggregate 11,990. In 1968, the Company's franchises in Abilene and Concordia, Kansas expired and were renewed. Cablecom's CATV systems service rates range from $3.75 to $7.50 per month for individual residential sub- scribers. If subscribers have more than one connection, additional connections are charged at varying declin' rates to $1.00 per connection. Approximately 75% of Cablecom's subscribers currently pay rates ranging fr $5.00 to $7.50 per month. Installation fees, which are charged in approximately one -half of Cablecom's systems, average $10.00 per connection. Subscribers are free to discontinue service at will and without penalty. In the year ended September 30, 1 there were approximately 18,750 disconnections. To the best of Cablecom's knowledge, the primary reasons for disconnections were subscriber moves, either temporary or permanent, out of the area served by the CA system and, to a lesser extent, non - payment of Cablecom's service fees. However, such disconnections were off by approximately 31,150 new connections which Cablecom believes included a significant percentage of pre 7- ously connected homes. The information contained in the following table relates to CATV systems presently under construction at to be operated under management contracts by the Company: Estimated Year No. of Date Miles of Company's No. of Franchise Channel Channels Construction System Percent Homes Expires Capacity Planned Started Planned Owners Odessa, Texas(1) 26,050 1969 20 9 July 1968 276 26 % Colorado Springs, Colorado(2) ... 33,000 (3) 20 9 Sept. 1967 412 51% (1) Operations commenced in December 1968. (2) See "Litigation." (3) Franchise continues until revoked. The Company has entered into agreements with the owners of interests in certain of the Company's not wholly -owned CATV systems which restrict the transfer of ownership of such systems. Such restrictions consist of rights of first refusal and put and call arrangements under which the Company or the other party to agreement may be compelled to buy or sell, as the case may be, the other's interest. In addition, the Comp has granted the minority shareholder in the system operated in Santa Rosa, California, an option, expiring June 1971, to purchase all of the Company's interest in such system at a price determined by a series of formulae contained in the option agreement. Of Cablecom's operating CATV systems and systems under construction, are not wholly- owned. None of the holders of equity interests in such non - wholly -owned systems have any o material relationship to Cablecom, its management or to the Company's parents or their respective managements. I System Applications In addition to the CATV systems presently operated by Cablecom and those currently under construction, corporations in which the Company will ultimately own 51% of the stock have been granted revocable franchises to construct and operate CATV systems in Adams, Arapahoe, Weld and Jefferson Counties, Colorado and Aurora, Brighton, Boulder, Edgewater, Englewood, Fort Collins, Golden, Greeley, Greenwood Village, Littleton, Longmont, Loveland, and Sheridan, Colorado. The Company also has a one -third interest in a corporation which has been awarded a franchise to operate ,• a CATV system in Memphis, Tennessee. Cablecom has also been awarded CATV franchises in Benicia, Modesto, San Buenaventura and San Pablo, and portions of Contra Costa and Ventura ' Counties, California. (See "Federal Regulation ".) Cablecom has submitted an application for a franchise to construct and operate a CATV system in Denver, Colorado in which the Company will have a 51% interest. Other companies have also ' applied for a CATV franchise in this area and Cablecom makes no representation as to whether it will be the successful applicant. Cablecom has pending applications for CATV franchises in Oxnard, California, Pompano Beach, Florida and Topeka, Kansas. (See "Federal Regulation'.) ' Cablecom makes no representation as to whether it will obtain such franchises. The Company also has a 25% interest in a joint venture which has been awarded a franchise in Amarillo, Texas. Construction of a CATV system in this community is contingent upon FCC approval Of a microwave license for a non - affiliated common carrier Conditions of Franchises The franchises granted Cablecom by local governmental authorities generally contain various conditions and limitations relating to payment of fees to the local authority, determined in some cases as a percentage of revenues, limitations on installation and /or service charges, conditions of service, ' including delivery of a minimum number of channels, maintenance by Cablecom of insurance and /or indemnity bonds against specified risks, as well as time limitations on specified construction. Failure to comply with such conditions and limitations may give rise to rights of termination by the local 1 governmental authority. In addition, the franchises granted to Cablecom in Colorado (except for Manitou Springs) are revocable at will. (See third paragraph of "Description of CATV Systems ".) During the year ended September 30, 1968, the average percentage of gross revenues paid by Cablecom ' to local governmental authorities was 2.1 %. Additional Financing In the event that Cablecom is awarded the franchises for which it has applied or may apply in the future and if the FCC approves operations of these systems as well as the operations of systems for which Cablecom has franchises, Cablecom will be required to make substantial capital expenditures. Cablecom has no plans with respect to the manner of financing such expenditures, which may include bank or institutional borrowings, the issuance of debt or equity securities or a combination thereof. Mesa Microwave I� Through Mesa Microwave, Inc. ( "Mesa"), a wholly -owned subsidiary, the Company engages in the common carrier microwave relay business. A microwave operation consists of receiving television 1 9 signals from television broadcasting stations and relaying such signals to CATV systems. Mesa, oper- ating in Kansas (through Mid - Kansas, Inc., a 50 %a owned corporation), Oklahoma and Texas, serves both affiliated and independent CATV systems and charges each system a monthly fee under tariffs filed with the FCC. Such fees vary with the number of channels and relay points required to be used to transmit the desired signal to the CATV system. Approximately 3 % of the Company's consolidated revenues for the year ended September 30, 1968 and approximately 5% of its con- solidated gross assets as at such date were represented by microwave operations. Under recent FCC regulations, Mesa may be required to terminate, transfer or convert to new radio frequencies various of its microwave operations. If such changes were required, they would not, in the Company's opinion, have any material adverse effect upon its consolidated operations. The Company intends to apply to the FCC for approval of the transfer of Mesa's licenses to it as part of a proposed merger of Mesa into the Company. Federal Regulation The FCC has asserted jurisdiction over the entire CATV industry since March 1966 and since 1965 over those CATV systems served by microwave relay. On June 10, 1968, the Supreme Court of the United States issued its decision in United States v. Southwestern Cable Co., et al. In that case, a CATV company contended that the FCC did not have authority under the Communications Act of 1934, as amended, to regulate CATV systems. After reviewing the development of the CATV industry and the FCC's positions relating to CATV regulation, the Court held that the FCC s authority over all interstate communication by wire or radio permits its jurisdiction over CATV systems. Existing Regulations The FCC has published regulations requiring CATV systems to carry the signals of all television stations and certain translator stations providing broadcast service to the area served by the CATV system, upon request of the stations. (A translator station receives a broadcast signal and rebroadcasts it on a different frequency at low power pursuant to an FCC license.) The FCC has established a system of station carriage priorities based upon relative signal strength which applies when the CATV system lacks sufficient capacity to carry simultaneously all stations serving the local area. In addition, the FCC regulations provide, with certain exceptions, that when two or more stations carried by a CATV system broadcast the same programs on the same day, the system must, upon receiving an appropriate request from a station having signal strength priority, delete the duplicating programs broadcast on the same day. The FCC regulations also require that a new CATV system not commence operation and that an existing CATV system not carry a new distant signal (a signal of a television broadcast station which is extended or received beyond the predicted Grade B contour of that station) to its subscribers until it has notified all television stations, certain translator stations, and, in some cases, educational television interests within whose service areas the system operates. If any inter- ested party objects to the new service, it must file a petition with the FCC within a 30 -day period from the time notice is served and the system may not provide the service which is challenged until the FCC rules on the petition. If no petition is filed within the 30 -day period, the proposed service may be commenced, unless the "top 100 Market" rule is applicable. Finally, the regulations (the "top 100 Market" rule) provide that distant signals may not be carried by CATV systems operating within the "predicted Grade A contour" of any television station in one of the 100 largest television markets (based upon net weekly circulation figures supplied by the American Research Bureau) without first obtaining FCC approval after a hearing. The "predicted Grade A contour" of any tele- vision station encompasses the area in which 70% of the homes can be expected to receive a satis- factory television picture at least 90% of the time from such station, and the "predicted Grade B 10 1 contour' of any television station encompasses the area in which 50% of the homes can be expected to receive a satistactory television picture at least 9017o of the time from such station. Recent Interim Regulations On December 13, 1968 the FCC promulgated a "Notice of Proposed Rule Making and Notice of Inquiry' which, among other things, proposed specific rules concerning the carriage of television signals by CATV systems. The proposed rules will serve as present guidelines, but are subject to change. Cablecom cannot now determine whether or when such rules will become final or what the substance of such rules will ultimately be. Under the interim rules on carriage, all CATV systems which were authorized or lawfully in operation as of December 20, 1968, whether within or with- 'out a major market (one of the markets specified in the interim rules and which in the aggregate me substantially the same as the top 100 markets as determined in 1967 by the American Research Bureau), may continue to operate unaffected by the proposed rule making and inquiry. 'The FCC's "top 100 Market rule" is still in effect, but the FCC has suspended all hearings in process and will not ptocess petitions for waiver of the hearing requirement, except where the system lies beyond the "specified zone of a television broadcast station". In those cases, new CATV systems or extensions of existing systems will be approved by the FCC if consistent with the proposed rules as outlined below. Within the "specified zone of a television broadcast station" ( the area extending 35 air miles from the main post office in the community to which a broadcast station is assigned) in a major market, the FCC has indicated that a limited number of authorizations in accordance with 'the proposed rules will be considered. In accordance with these rules, a proposed CATV system within the "specified zone of a television broadcast station" in a major market would not be permitted to import a distant signal unless the distant station has authorized the CATV system to retransmit the pro- gram or programs to be carried; however, with certain exceptions, it would be permitted to import the signal of a non - commercial educational station without retransmission authority. In areas of over- lapping major markets, the proposed rules would prohibit carriage of non - distant signals from a station assigned to another market without retransmission consent unless the CATV community is also wholly located within the specified zone of the television broadcast station. In other than major markets new CATV systems or extensions of existing systems may proceed 'where consistent with the proposed rules, subject, however, to the notice and objection procedure outlined above. (See "Existing Regulations ".) These proposed rules provide that a CATV system operating within the specified zone of a television broadcast station assigned to a community in a "smaller market" (a television market which is not listed in the proposed rules) may import without 'retiansmission consent such distant signals as may be necessary to furnish to its subscribers the signal of a full network station of each of the national television networks, one independent station and any non - commercial educational television station, provided that the system must afford priority 'of reception to signals closest to the CATV community. In addition, such CATV system may import other distant signals if it obtains retransmission consents from the distant stations. Finally, a CATV system proposing to operate outside the specified zone of all television broadcast stations may import distant signals without retransmission consent, provided that the CATV system carries all signals of the television broadcast stations in the same class that are operating in communities located closest to the. CATV system. 'Cablecom believes that its existing CATV operations comply with present and proposed FCC requirements and that the continuation of such operations will not be affected by the rule making proceedings. In the opinion of counsel, the proposed rules, if adopted in their present form, will not ]1 adversely affect Cablecom's presently planned CATV operations either in those communities in which Cablecom has been awarded CATV franchises or those communities in which Cablecom has applica- tions pending for CATV franchises, except for Cablecom's operations in Modesto, California where Cablecom may have to obtain retransmission rights and except for certain communities in Colorado as described below. Of the communities in Colorado which granted revocable franchises to Cablecom to construct and operate CATV systems and which had not received FCC authorization prior to December 20, 1968, all but Fort Collins, Greeley and Loveland are within the specified zone of a television broadcast station in a major market and in accordance with the FCC's proposed rules, Cablecom will not, during the pendency of the rule making proceedings or unless the present proposed rules are changed, be able to carry distant television signals without retransmission consent from distant stations. Cablecom does not have any substantial investment in these franchises. Furthermore, during the interim period prior to final action on the proposed rules and thereafter if such rules are adopted in their present form, Cablecom may be unable to carry distant signals or may be required to make payments to obtain retransmission consents, which payments it would not otherwise have to make. Cablecom cannot now determine the effect of such payments on its operations or net income. In those cases where Cablecom may be required to obtain retransmission consents it may be unable to obtain such consents from the broadcast stations alone inasmuch as the broadcast stations frequently do not have rights under their contracts with copyright owners to grant such retransmission rights. (See "Copyright Litigation and Legislation ".) Other FCC Proposals In the Notice of Proposed Rule Making and Notice of Inquiry released on December 13, 1965, the FCC also indicated that it desired to receive comments to enable it to determine whether rules should be adopted by it restricting, limiting or governing matters concerning CATV systems, including, among others, (a) program origination requirements, (b) limitations upon the number of CATV subscribers who could be served or CATV systems that could be owned by any one entity; (c) restric- tions on cross - ownership of CATV systems and other communication media by the same interests; and (d) requirements that CATV systems lease their unused channels on a common carrier basis. If the FCC should adopt rules restricting the ownership by the same interests of a CATV system and a television broadcast station in the same market, Cablecom might be required to dispose of the CATV franchise awarded to it in Memphis, Tennessee where RKO General, Inc., one of the Com- pany's parents, is the licensee of a, television broadcast station. Cablecom does not have any substantial investment in such franchise. Cablecom cannot predict whether or when rules concerning any of the preceding matters, or others that the FCC may consider, will be adopted and their effect, if any, on its operations. State and Local Regulation Various proposals have been introduced on a state and local level relating to regulation of the CATV industry. To date, Connecticut and Nevada are the only states which have adopted legislation subjecting CATV systems to the jurisdiction of state governmental agencies. The Nevada statute is currently being contested in the courts. Cablecom does not operate in either Connecticut or Nevada. The Company cannot predict the extent to which CATV will be regulated in the future by federal or state law or the effect of such regulation upon its business. 12 ' Copyright Litigation and Legislation On June 17, 1968, the Supreme Court of the United States issued its decision in Fortnightly Corporation v. United Artists Television, Inc. In that case, a holder of copyrights on several motion pictures licensed their broadcast on a television station whose signal was carried by a CATV company into a different community. A suit was brought by the copyright holder for alleged copyright infringe- ment, claiming that the CATV company "performed" the copyrighted material. The Court held that the CATV company did not infringe upon the copyrights covering such movies inasmuch as the CATV company's activities in facilitating reception of the copyrighted material, without editing, did not constitute a "performance" of such material. ' Negotiations are being held by representatives of the CATV industry and copyright holders with a view toward a mutually satisfactory resolution of the copyright issue by means of a legislative proposal. The negotiations have involved discussions of proposals as to legislation under which copy - 1 righted TV broadcast program material would be made available to CATV operators in return for payments for such material in certain instances. (See "Federal Regulation".) Representatives of holders of a substantial majority of copyrighted TV program material have given assurances to the Subcommittee of the United States Senate considering revision of the copyright law that no additional copyright infringement litigation will be instituted while bona fide negotiations are proceeding. The Company is not a participant in the negotiations and cannot predict whether or when the negotiations will be concluded, their outcome or their effect, if any, on Cablecom's operations. Competition The CATV industry is highly competitive. CATV systems compete with the direct reception of broadcast television signals by the viewers own antenna. The extent of such competition depends upon the quality and quantity of the broadcast signals being received by direct antenna reception as compared to the services rendered by a CATV system. CATV systems also compete with translator stations which are not, in the opinion of the Company, a significant factor in the markets presently served by Cablecom. CATV systems also compete in varying degrees with other communication and entertainment media. Cablecom competes from time to time with other companies, the financial resources of which may be greater than Cablecom's, for franchises in areas in which it desires to provide CATV service. Cablecom's CATV systems generally operate under non - exclusive franchises. Consequently, other CATV companies may obtain franchises in communities from which Cablecom holds franchises. A competitor has been granted a competing franchise in Odessa, Texas where Cablecom has contracted for the use of telephone poles and is operating and constricting a CATV system. (See "Cablecom Systems ".) The competitor is not presently operating a CATV system in Odessa. Other competitors have been granted franchises in San Pablo, California and in Jefferson, Arapahoe, Adams and Weld counties, Colorado and Edgewater, Colorado, where no one is presently constructing or operating a system. A competitor is operating a CATV system in San Buenaventura, California where Cablecom has been awarded a CATV franchise. Cablecom intends to construct and operate its system in an area of San Buenaventura not served by its competitor. (See "System Applications" and "Federal Regulation".) Telephone companies in some areas have constructed and leased CATV distribution facilities to others. However, the FCC recently adopted an order requiring telephone companies to obtain a Certificate of Public Convenience and Necessity for all such existing and proposed service to CATV systems. This order has been stayed, in part, by the FCC pending appeal by the affected telephone companies. There are also pending regulatory questions with respect to tariffs and other technical and operational matters relating to such systems. Cablecom leases one of its systems from a telephone company, the operation of which will be permitted to continue under the FCC's order. Employees Cablecom employs approximately 266 full time and approximately 22 part time personnel, includ- ing 155 technical personnel engaged in the maintenance and repair of the physical plant and in making installations to subscribers' receivers, 91 office and clerical workers and 42 managerial employees. Cablecom is not a party to any collective bargaining agreement and considers its labor relations to be good. Property Cablecom does not own a significant amount of real property. Its property and equipment consist principally of the components of its CATV systems, including towers, antennae, channel commanders, cables, amplifiers, distribution equipment, vehicles, miscellaneous hardware, spare parts and other components. A portion of Cablecom's assets is pledged as collateral to secure indebted- ness. (See Note D of Notes to Financial Statements.) The Company's headquarters are leased. Cablecom also leases or owns office facilities and tower sites in various locations. RECENT DEVELOPMENTS Litigation In August 1967, Cablecom, in accordance with current FCC rules, gave notice to certain television stations that it proposed to operate a CATV system in Colorado Springs, Colorado. On September 18, 1967, a petition was filed by a local television station with the FCC seeking an evidentiary hearing to grant temporary and permanent relief against the transmission of television signals from Denver tele- vision stations into the Colorado Springs market. As a result of the filing of this petition, Cablecom was temporarily stayed from commencing CATV operations in Colorado Springs. Subsequently, two other television stations intervened and other parties filed petitions seeking similar relief. On May 28, 1968, the FCC adopted an order holding that an evidentiary hearing was not necessary, denying the relief requested and permitting Cablecom to conduct its proposed CATV operations. On June 11, 1968, petitions seeking judicial review of the FCC order were filed with the United States Court of Appeals for the District of Columbia requesting that Court to direct the FCC to hold an evidentiary hearing, and motions requesting a judicial stay of Cablecom's CATV operations in Colorado Springs were made. On July 3, 1968, the court granted the motions for a stay prohibiting Cablecom from commencing CATV operations pending the final resolution of the action or further court order. Cablecom cannot predict the outcome of these proceedings. However, Messrs. Cole, Zylstra and Raywid, special counsel for Cablecom, have advised that, in their opinion, if the petitions before the Court are finally denied, Cablecom will be entitled to operate its proposed Colorado Springs CATV system. In the event the Court grants the petitions and remands the case to the FCC, Messrs. Cole, Zylstra and Raywid advise that the FCC's action would be controlled by the direction of the Court in its remand order. If the Court directs a hearing, the FCC may be obliged to conduct a full hearing despite limitations on hearings contained in its proposed rules. On the other hand, if the Court remands without specific direction for hearing, the FCC may dispose of the matter without further hearing and apply its proposed rules and interim procedures, permitting the commencement of Cable - com's planned Colorado Springs CATV operations. Messrs. Cole, Zylstra & Raywid are of the opinion that an ultimate adverse determination before either the FCC or the courts is unlikely, but that these proceedings may not be resolved for a number of years. As of January 1, 1969 Cablecom had invested a total of approximately $4,900,000 in its Colorado Springs CATV system. ( See Notes D and H of Notes to Financial Statements.) In the event that, as a result of subsequent developments relating to the above- described proceedings or otherwise, Cablecom should determine that the value of its Colorado Springs system has been materially and permanently adversely affected, Cablecom may be required to reduce the book value of such system by a charge against net income. ( See "Capitalization".) Bank Financing The Company entered into a credit agreement dated as of May 1, 1968 with Chemical Bank New York Trust Company ( "Chemical") and The Liberty National Bank and Trust Company ( "Liberty ") under which Chemical and Liberty have made loans to the Company of $3,000,000 and $1,500,000, respectively, bearing interest (currently 73/4 %) at a rate of three - quarters of one per cent above Chemi- cal's prime rate from time to time in effect for commercial loans of 90 day maturities. These loans, originally maturing on December 31, 1968, were converted on November 18, 1968 into term loans pay- able in 20 consecutive quarterly installments as follows: $150,000 for each installment due on March 31, 1969 through September 30, 1971; $225,000 for each installment due on December 31, 1971 through September 30, 1973, with the unpaid principal balance of $1,050,000 due on December 31, 1973 unless previously paid. Of the borrowed proceeds, $1,500,000 was used to retire short- term bank loans. The credit agreement, as amended, prohibits the payment of cash dividends by the Company and contains restrictions, limitations and requirements with respect to, among other things, maintenance of not less than $2,700,000 of tangible net worth plus subordinated debt of the Company and Mesa Microwave, Inc. on a consolidated basis; issuance of additional unsubordinated indebted- ness; aggregate investments in affiliates exceeding $6,000,000 plus amounts received by the Company from the sale of its capital stock or subordinated debt, subject to reduction on account of certain pay- ments of subordinated debt; and debt -equity ratios. A portion of the Company's assets has been pledged to secure its indebtedness under the credit agreement. ( See Note D of Notes to Financial Statements.) 'On October 21, 1968, the Company's subsidiary, Total Television of Santa Rosa, Inc., entered into a loan agreement with Bank of America National Trust and Savings Association ( "Bank of America') under which Bank of America loaned the subsidiary $1,250,000 at an interest rate (cur- 'rently 73/4 %) of three - quarters of one per cent above the bank's prime rate from time to time in effect for 90 day loans to substantial borrowers. The loan matures in quarterly installments as follows: :four installments of $40,000 commencing June 30, 1969; four installments of $50,000 a commencing June 30, 1970; eleven installments of $74,167 commencing June, 30, 1971; and° a final: payment of 1 $74,163 on March 31, 1974. The loan agreement prohibits the ,payment of cash dividends by the subsidiary and contains certain other restrictions, limitations and requirements applicable to the subsidiary. This loan has been guaranteed by Video. MANAGEMENT Directors and Executive Officers The directors and executive officers of the Company are: Name(1) Office John B. Poor (2) Chairman of the Board and Director Robert M. Clark President ( Chief Executive Officer) and Director Allen B. Dean Regional Vice President Walter A. Kempf Regional Vice President Robert J. Lewis Regional Vice President Fred T. McElroy Regional Vice President George M. Milner Vice President — Engineering John B. Monroe Regional Vice President Ronald L. Holley Secretary and Treasurer Hubert J. DeLynn(2) Director William M. Regan(2) Director William L. Westerman(2) Director (1) As of December 1, 1968, the officers and directors as a group beneficially owned, directly or indirectly, 7,652 shares of the common stock of The General Tire & Rubber Company, a parent of the Company, and options to purchase 23,000 additional shares of such stock. In addition, "Associates," (as defined in Rule 405 of the general rules and regulations promulgated under the Securities Act of 1933) of Mr. Regan, beneficially owned, as of December 1, 1968, a total of 451,998 shares of the common stock of The General Tire & Rubber Company. Mr. Regan disclaims beneficial ownership of the shares held by his Associates. (2) RKO General, Inc., an Associate of John B. Poor, Hubert J. DeLynn, William M. Regan and William L. Westerman, is the record and beneficial owner of all of the issued and outstanding stock of Video Independent Theatres, Inc., a parent of the Company. All of the executive officers of the Company, except for Mr. Poor, have been actively engaged in the business of the Company for more than five years. Mr. Poor is and has been President of RKO General, Inc. for more than the past five years. Remuneration of Directors and Officers The remuneration paid by the Company and its subsidiaries for services in all capacities during the year ended September 30, 1968 to all directors and officers of the Company as a group (consisting of three individuals) amounted to $62,816. The only officer or director of the Company who received aggregate remuneration in excess of $30,000 for the year ended September 30, 1968 was Robert M. Clark who received $33,208. During the Company's last fiscal year, Mr. Poor did not receive any com- pensation from the Company. Under the terms of an incentive compensation arrangement with the Company, Mr. Clark receives additional compensation each year in accordance with a formula based on the weighted average of the Company's cash flow over the immediately preceding five year period. Mr. Clark's compensation for the year ended September 30, 1968 included $4,708 paid pursuant to such arrangement. In accordance with incentive compensation arrangements applicable to the Company's of ects other than Messrs. Poor and Clark, each such officer receives each year compensation in addition to 1vs basic salary, pursuant to formulae based principally on increases in gross revenues as compared to payroll costs and attainment of various levels of cash flow, provided that the total additional compensa- tion may not exceed ten percent of such officer's basic salary for that year. STOCK OPTIONS In October 1968, the Company adopted a Qualified Stock Option Plan (the "Plan") which provides that the Stock Option Committee may grant to employees of the Company and its subsidiaries "qualified stock options ", as that term is defined in the Internal Revenue Code of 1954, as amended, to purchase an aggregate of not more than 45,000 shares of the Company's Common Stock, subject to appropriate adjustment for dilution. Options to purchase an aggregate of 25,000 shares of common stock at $15.00 per share were granted and outstanding on January 14, 1969, all of which were granted to officers and directors of the Company, including an option for 7,500 shares to Robert M. Clark. Options granted under the Plan are exercisable at the fair market value of the shares covered by such options on the date of grant and expire five years thereafter. An option may be exercised with respect to one -fifth of the shares covered thereby on and after the first anniversary date of the option and for an additional one -fifth of such shares, cumulatively, on and after successive anniversary dates, except that the option may be exercised as to the final installment three months prior to the expiration date of the option. Such options may not be transferred except by will or the laws of descent and distribution. There is no limit on the maximum number of shares which may be granted to any one individual under the Plan. PRINCIPAL AND SELLING STOCKHOLDER As of January 14, 1969, all of the issued and outstanding Common Stock of the Company was owned beneficially and of record by Video Independent Theatres, Inc., Eleven North Lee, Oklahoma City, Oklahoma. Video is a wholly -owned subsidiary of RKO General, Inc. which is a wholly -owned subsidiary of The General Tire & Rubber Company, all three of which may be deemed to be parents of the Company as that term is defined under the Rules and Regulations of the Securities and Exchange Commission. Of the 500,475 shares of the Company's Common Stock being offered hereby, 225,000 shares are being offered for Video's account. Video currently owns 1,329,525 shares of the Company's Common Stock and upon completion of this offering will own 1,104,525 shares or 68.8% of the Company's issued and outstanding Common Stock. DESCRIPTION OF CAPITAL STOCK Preferred Stock The Company's Articles of Incorporation, as amended, authorize the issuance of 1,000,000 shares of Preferred Stock of a par value of $5.00 per share. The Board of Directors is authorized to fix the voting, redemption, dividend, conversion and preference rights of the Preferred Stock. No shares of the Preferred Stock have been issued or any of the rights thereunder fixed. If such shares are issued, the rights of the holders of Common Stock would be subject, in certain respects, to the prior rights of tl.c holders of the Preferred Stock. 17 Common Stock The Company is authorized to issue 2,160,000 shares of Common Stock ($.03 par value). Subject to the terms of a credit agreement which prohibits the payment of cash dividends (see "Bank Financing" and "Dividends "), holders of the Common Stock are entitled to receive dividends when and if declared by the Board of Directors from funds legally available therefor. Each holder of Common Stock is entitled to one vote for each share held. The holders of Common Stock have no pre - emptive rights. Upon liquidation, shares of Common Stock are entitled to participate ratably in the assets of the Company available for distribution to stockholders. The issued and outstanding shares of Common Stock are, and the shares of Common Stock being offered by the Company will be, upon issuance, fully paid and non - assessable. Non - Cumulative Voting The Common Stock of the Company does not have cumulative voting rights. Therefore the holders of a majority of the shares voting for the election of directors can elect all of the directors if they choose to do so. In such event, the holders of the remaining shares will not be able to elect any director. Restrictions on Transfer The Articles of Incorporation and By -Laws of the Company provide that not more than one -fifth of the shares of capital stock outstanding shall at any time be owned of record, or voted, by or for the account of aliens (as defined); provide that the Company shall not be owned or controlled directly or indirectly by any other corporation of which any officer or more than one - fourth of the directors are aliens, or of which more than one -fourth of the stock is owned of record or voted by aliens; and prohibit any person who is an alien from being elected or serving as an officer or director of the Company. If the stock records of the Company shall at any time disclose one -fifth alien ownership, no transfers of shares represented by domestic share certificates to aliens shall be made and, if it shall thereafter be found that any such shares are in fact held by or for the account of an alien, such shares shall not be entitled to vote, to receive dividends, or to have any other rights; however, the holder of such shares shall have the right to transfer them to a citizen. In accordance with the Company's By -Laws, shares of its capital stock issued or transferred to an alien are represented by "foreign share certificates" and all other shares are represented by "domestic share certificates ". The foregoing restrictions against alien ownership and control have been provided as a safeguard in the event that CATV companies or systems might be governed by requirements similar to Section 310(b) of the Communications Act of 1934, as amended, and implementing FCC regulations appli- cable to broadcast stations. Further, the Company is now a licensee of the FCC and is thus now subject to such provisions. Transfer Agent and Registrar The Transfer Agent and Registrar for the Common Stock of the Company is Chemical Bank New York Trust Company. Reports to Shareholders The Company intends to furnish its shareholders annual reports containing financial statements certified by independent public accountants and quarterly reports containing unaudited financial data. 18 1 ' UNDERWRITING Under the terms and subject to the conditions contained in the Purchase Contract (a copy of which is filed as an exhibit to the Registration Statement), the Underwriters have severally agreed to purchase from the Company and the Selling Stockholder the aggregate number of shares of Com- ' mon Stock set forth below opposite their respective names: Number of Shares to be ' Name Address Purchased Shields & Company Incorporated .... ........ 44 Wall Street, 67,475 New York, New York 10005 ' Drexel Harriman Ripley, Incorporated ........ 60 Broad Street, 18,000 New York, New York 10004 Hornblower & Weeks - Hemphill, Noyes ........ 8 Hanover Street, 18,000 New York, New York 10004 ' Bache & Co. Incorporated ...... 36 Wall Street 13,000 New York, New York 10005 Bear, Stearns & Co ..... ........ ........... One Wall Street, 13,000 ' New York, New York 10005 Clark, Dodge & Co. Incorporated ............. 140 Broadway, 13,000 New York, New York 10005 Dominick & Dominick, Incorporated . ..... . 14 Wall Street, 13,000 ' New York, New York 10005 Francis I. duPont, A C. Allyn, Inc....... One Wall Street, 13,000 New York, New York 10005 ' Goodbody & Co .... ...................... 55 Broad Street, 13,000 New York, New York 10004 W. E. Hutton & Co .......................... 14 Wall Street, 13,000 New York, New York 10005 ' W. C. Langley & Co ...................... .. 115 Broadway, 13,000 New York, New York 10006 Reynolds & Co .............................. 120 Broadway, 13,000 ' New York, New York 10005 Shearson, Hammill & Co. Incorporated ....... 14 Wall Street, 13,000 New York, New York 10005 F. S. Smithers & Co. 45 Wall Street, 13,000 ' New York, New York 10005 G. H. Walker & Co. Incorporated ..... ..... 45 Wall Street, 13,000 New York, New York 10005 Walston & Co., Inc .. ..... . .. ........ ... 74 Wall Street, 13,000 New York, New York 10005 Blair & Co., Inc .. ................... ...... 20 Broad Street, 10,000 New York, New York 10005 Hirsch & Co. Incorporated ................... 25 Broad Street, 10,000 New York, New York 10004 Andresen & Co. Incorporated ................ 140 Broadway, 8,000 New York, New York 10005 Boettcher and Company ........... ........ 828 Seventeenth Street, 8,000 Denver, Colorado 80202 19 Number of Shares Name Address to be Purehased A. G. Edwards & Sons, Inc ................... 409 North Eighth Street, 8,000 St. Louis, Missouri 63101 First of Michigan Corporation ...... .... .... Two Wall Street, 8,000 New York, New York 10005 Gregory & Sons ............................. 40 Wall Street, 8,000 New York, New York 10005 H. Hentz & Co ...... ....................... 72 Wall Street, 8,000 New York, New York 10005 . Manley, Bennett, McDonald & Co............ 1100 Buhl Building, 8,000 Detroit, Michigan 48226 McDonald & Company .................. .. Union Commerce Building, 8,000 Cleveland, Ohio 44115 Newhard, Cook & Co ........... ........... 400 Olive Street, 8,000 St. Louis, Missouri 63102 Oppenheimer & Co. .. ................. Five Hanover Square, 8,000 New York, New York 10004 L. M. Rosenthal & Company, Inc ............. Five Hanover Square, 8,000 New York, New York 10004 C. E. Unterberg, Towbin Co ................. 61 Broadway, 8,000 New York, New York 10006 Alden & Co., Inc . ................. ........ Starks Building, 4,000 Louisville, Kentucky 40202 Bioren & Co. Incorporated .. .... ..... . .. 1424 Walnut Street, 4,000 Philadelphia, Pennsylvania 19102 Birr, Wilson & Co., Inc ...................... 155 Sansome Street, 4,000 San Francisco, California 94104 R. C. Crisler & Co., Inc .. ................... 1100 Fifth Third Bank Building, 4,000 Cincinnati, Ohio 45202 Ferris & Company .......................... 611 -15th Street, N.W., 4,000 Washington, D.C. 20005 First California Company Incorporated ..... . 300 Montgomery Street, 4,000 San Francisco, California 94104 First Manhattan Co.... .. ..... .. ..... 30 Wall Street, 4,000 New York, New York 10005 Funk, Hobbs & Hart, Inc ... ..... ........... 1012 National Bank of Commerce Building, 4,000 San Antonio, Texas 78205 Halls & Cojnc ......... .................. 215 Euclid Avenue 4,000 Cleveland, Ohio 44114 Herzfeld & Stern ... .. ........ ... 30 Broad Street, 4,000 New York, New York 10004 Investment Corporation of Virginia Affiliate .... 22 Selden Arcade, 4,000 Norfolk, Virginia 23510 Janney, Battles & E. W. Clark, Inc....... .. 1401 Walnut Street, 4,000 Philadelphia, Pennsylvania 19102 20 Number I d Shares to be N=e Address Purchased Johnson, Lane, Space, Smith & Co., Inc... ... 101 East Bay Street, 4,000 Savannah, Georgia 31401 Jones, Kreeger & Co . ......... ....... .... 1625 Eye Street, N.W., 4,000 Washington, D. C. 20006 Kaufmann, Alsberg & Co . . . ......... ... 61 Broadway, 4,000 New York, New York 10006 Lester, Ryons & Co. ............. ....... 623 South Hope Street, 4,000 Los Angeles, California 90017 Mason & Company, Incorporated ....... 2801 Washington Avenue, 4,000 Newport News, Virginia 23607 McCarley & Company, Inc .. . .... ...... 35 Page Avenue, 4,000 Asheville, North Carolina 28802 McKelvy & Company ......... .......... .. 1146 Union Trust Building, 4,000 Pittsburgh, Pennsylvania 15219 Meyerson & Co .. ............... ......... 216 Montgomery Street, 4,000 San Francisco, California 94104 Norris & Hirshberg, Inc ....... .. .......... 1550 National Bank of Georgia Building, 4,000 Atlanta, Georgia 30303 Roberts, Scott & Co., Inc ..................... First National Bank Building, 4,000 San Diego, California 92112 Rothschild & Company ..................... 135 South LaSalle Street, 4,000 Chicago, Illinois 60604 Seiden & de Cuevas Incorporated ..... ..... 110 Wall Street, 4,000 ' Stix & Co ...... . .................... .... New York, New York 10005 319 North Fourth Street, 4,000 St. Louis, Missouri 63102 Ufitec International Limited .. Nassau, Bahamas 4,000 ' Weis, Voisin, Cannon, Inc .................... 111 Broadway, 4,000 New York, New York 10006 Woodcock, Moyer, Fricke & French Inc....... 1500 Chestnut Street, 4,000 tPhiladelphia, Pennsylvania 19102 Total ....... ..... 500,475 The Underwriters are obligated to purchase all of the shares of Common Stock if any of the shares offered hereby are purchased. Shields & Company Incorporated has been designated as the ' Representative of the Underwriters. The Company has been advised by the Representative that the shares of Common Stock offered hereby may be offered in part directly to the public at the initial public offering price set forth on the cover page of this Prospectus and in part to certain securities dealers at the public offering price less ' a concession not to exceed 55¢ per share; that the Underwriters may allow, and such dealers may reallow, a concession not in excess of 25¢ per share to certain other dealers; and that after the shares ' 21 are released to the public, the public offering price and concessions to dealers may be varied from time to time by the Representative. The Company and the Selling Stockholder, on the one hand, and the Underwriters, on the other, have agreed to indemnify each other against certain liabilities, including liabilities arising under the Securities Act of 1933, as amended. The Company and the Selling Stockholder have also agreed that without the prior written consent of Shields & Company Incorporated, they will not sell or otherwise dispose of any shares of Common Stock or other securities of the Company, or sell or grant options with respect to any securities of the Company, for a period of 120 days after the date hereof, otherwise than in accordance with the Purchase Contract or in privately negotiated sales not con- stituting a public offering. Not included in the foregoing restrictions are sales by the Company upon any exercise of stock options described under "Stock Options" or the grant of options pursuant to its Qualified Stock Option Plan. LEGAL OPINIONS The legality of the Common Stock offered hereby Nvill be passed upon for the Company by Regan Goldfarb Powell & Quinn, 445 Park Avenue, New York, New York, and for the Underwriters by Dewey, Ballantine, Bushby, Palmer & Wood, 140 Broadway, New York, New York. William M. Regan, a director of the Company, is a member of the firm of Regan Goldfarb Powell & Quinn. As to matters of Oklahoma law, Regan Goldfarb Powell & Quinn and Dewey, Ballantine, Bushby, Palmer & Wood may rely on the opinion of Crowe, Dunlevy, Thweatt, Swinford, Johnson & Burdick, 100 Park Avenue Building, Oklahoma City, Oklahoma. Legal matters referred to in "Federal Regulation' will be passed upon by Pierson, Ball & Dowd, 1000 Ring Building, Washington, D. C. and legal matters referred to in "Litigation" will be passed upon by Cole, Zylstm & Raywid, 2011 Eye Street, N.W., Washington, D. C. EXPERTS The audited financial statements including the notes thereto of the Company and the Company and subsidiaries which appear in this Prospectus and the related schedules included else- where in the Registration Statement have been examined as indicated and to the extent set forth in the opinions of Ernst & Ernst, independent accountants, contained herein and in the Registration State- ment. Such financial statements and schedules are so included in reliance upon the opinions of such accountants, given upon their authority as experts in auditing and accounting. FURTHER INFORMATION The Company has filed with the Securities and Exchange Commission in Washington, D. C., a Registration Statement (herein together with all amendments thereto called the "Registration State- ment") under the Securities Act of 1933, as amended, with respect to the Common Stock offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain items of which are contained in schedules and exhibits to the Registration Statement as per- ' mitted by the rules and regulations of the Commission. For further information, reference is made to the Registration Statement including the financial schedules and exhibits filed as a part thereof. Summaries of and references to various documents in this Prospectus do not purport to be complete and, ;t :-' in each case reference is made to the copy of such document filed as an exhibit to the Registration State- n ment, each such summary and reference being qualified in its entirety by reference to such documents. 22 1 ' ' OPINION OF INDEPENDENT ACCOUNTANTS t To the Board of Directors of Cablecom- General, Inc. We have examined examined the balance sheet of Cablecom- General, Inc. (name changed from Vuore Company after September 30, 1968) and the consolidated balance sheet of Cablecom - General, Inc. and its subsidiaries as of September 30, 1968, and the related statements of income and retained earnings for the period of five years then ended. Our examinations were made in accordance with generally ' accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. As set forth in Note B of Notes to Financial Statements, the aforementioned financial statements ' have been adjusted to give effect to changes in accounting policies (in which we concur) relating to depreciation and to capitalization of subscriber installations. ' In our opinion, the accompanying balance sheets and statements of income and retained earnings present fairly the financial position of Cablecom- General, Inc. at September 30, 1968 and the results of its operations for the period of three years then ended and the consolidated financial position of Cable - com- General, Inc. and its subsidiaries at September 30, 1968, and the consolidated results of their ' operations for the period of five years then ended, all in conformity with generally accepted accounting principles applied on a consistent basis. ' ERNsr & ERNsr ' New York, N. Y. November 18,1968 1 23 CABLECOM - GENERAL, INC. and CABLECOM - GENERAL, INC. AND SUBSIDIARIES BALANCE SHEETS September 30, 1968 ASSETS Cablecom- General Inc. Cablecom- and . General, Inc. Subsidiaries Current Assets Cash ......... ............................... ........ . ...... ... $ 131,500 $ 153,127 Accounts receivable, trade and others, less allowance of $7,100 .............. 65,556 66,750 Accounts receivable from affiliates ...................... ... .. .. ... 61,582 61,582 Accounts receivable from subsidiaries .......................... ......... 56,376 Prepaid expenses .. .. .. ... ... .. ... ... ...... . .. .. . 132,660 196,528 Total Current Assets ...... ..... ..... ................... 447,674 477,987 Capital Stock ($11,054) and Advances to Subsidiaries —Note A ...... ...... . 6,817,493 Investments ($245,662 and $255,662) In and Advances to Companies 50110 Owned or Less, less allowance for losses of $31,000 —Note A .. . .. . . ........ 331,854 642,279 Property and Equipment —on the basis of cost —Notes D, F and H Buildings ($223,425), towers, lines and equipment ..... ............... . 8,760,534 12,624,372 Allowances for depreciation ......... ............................... .. 4,281,255 5,635,283 4,479,279 6,989,089 Construction in progress ... .. .... .. .. . ........ .. ........ 4,271,403 Land .. ... . .... . ......... ...... .. ...... . . . . ..... 136,994 245,278 4,616,273 11,505,770 Other Assets Costs in connection with CATV franchise applications .. .... . .... .. .... 152,834 152,834 Excess of consideration given over underlying equity in connection with the acquisition of a company ........... . ...... ......... ....... ..... 53,556 Other .... .. .......... ............ .... . ....... .......... 5,340 39,850 158,174 246,240 $12,371,468 $12,872,276 See notes to financial statements. 24 1 1 1 1 1 CABLECOM- GENERAL, INC. and CABLECOM - GENERAL, INC. AND SUBSIDIARIES BALANCE SHEETS September 30, 1968 LIABILITIES AND STOCKHOLDER'S EQUITY See notes to financial statements. 25 $12,371,468 $12,872,276 Cablecom- General Inc. Cablecom- ant General, Inc. Subsidiaries Current Liabilities Trade accounts payable ... ........... ... .... $ 211,233 $ 618,415 Accrued expenses ......... ... ...... ..... 173,068 180,279 Subscriber deposits and advance payments ...... .. 68,239 68,239 Federal income taxes —Note F .. . . . .... ... . .................. 117,597 163,967 Accounts payable to affiliates .. ... ...................... .. . 131,858 135,767 Accounts payable to subsidiaries ... .. .... .... . 40,240 Loans payable to Video Independent Theatres, Inc. —Note C .... . 3,521,482 3,521,482 Current portion of long -term debt ............ ... ....... .. ....... 638,252 638,252 Total Current Liabilities ... .... .. .... ............... 4,901,969 5,326,401 Long -Term Debt, less portion classified as current —Notes D and E .......... 4,096,000 4,096,000 Deferred Federal Income Taxes —Note B ............. ... .. .. ... . ..... 780,046 799,225 Minority Interests in Subsidiaries ........ . .............. ............... 57,197 Commitments and Contingent Liabilities —Note F Stockholders Egmty —Rotes R and G Common Stock —par value, $.03 a share: Authorized 2,160,000 shares; issued and outstanding 1,329,525 shares .... 39,886 39,886 Other capital ......................... . ... .. . ... ......... .... 8,974 8,974 Retained earnings, reduced by share of accumulated net deficit of subsidiaries, $172,656 .. . . .... .. .......... ............................... 2,544,593 2,544,593 2,593,453 2,593,453 See notes to financial statements. 25 $12,371,468 $12,872,276 CABLECOM- GENERAL, INC. STATEMENT OF INCOME AND RETAINED EARNINGS Revenues: Community antenna service fees ................ Administrative services and interest charged to sub- sidiary companies ............................ Other income -Note I ........................ Costs and expenses: Direct operating -Notes B and I ................ Depreciation and amortization -Notes B and H .... Selling, general and administrative -Note B . ... . Interest........ ............................... Income before federal income taxes ............. Federal income taxes -Notes B, F and H: Currently payable ........................... Deferred .. ............................ ... Net income of Cablecom - General, Inc. - NoteB ............. ................. Equity of Cablecom - Ceneral, Inc. in net income (loss) of subsidiary companies .............. .. . .... Consolidated net income of Cablecom- General, Inc. and subsidiaries -Note B ........... Retained earnings at beginning of period ............ 182,805 Year Ended September 30, 100,497 1966 1987 1968 $2,901,904 $3,001,343 $3,291,766 57,233 119,999 375,455 163,414 142,839 127,247 3,122, 551 3,264,181 3,794,468 1,217,545 1,252,387 1,391,745 687,584 729,363 783,755 395,710 420,625 473,351 95,457 119,525 254,877 2,396,296 2,521,900 2,903,728 726,255 742,281 890,740 182,805 201,040 100,497 140,309 283,302 341,349 442,953 400,932 (21,156) (111,171) 421,797 1,530,322 1,952,119 Less dividend in kind ..... ... ... ............. 100,000 Retained earnings at end of period -Note B ...... $1,852,119 See notes to financial statements. 26 289,761 1,852,119 2,141,880 $2,141,880 328,262 64,454 392,716 498,024 ( 95,311) 402,713 2,141,880 2,544,593 $2,544,593 1 ' CABLECOM- GENERAL, INC. AND SUBSIDIARIES STATEMENT OF CONSOLIDATED RETAINED EARNINGS ' S Year Ended September 30, 1964 1965 1966 1967 1968 at beginning of period .. ...... $ 782,236 $1,115,408 $1,530,322 $1,852,119 $2,141,880 'Balance Net income ... . .. ... ............ 333,172 414,914 421,797 289,761 402,713 1,115,408 1,530,322 1,952,119 2,141,880 2,544,593 ' Less dividend in kind ................... 100,000 Balance at end of period —Note B ...... $1,115,408 $1,530,322 $1,852,119 $2,141,880 $2,544,593 ' See notes to financial statements. 1 ' 27 CABLECOM- GENERAL, INC. and CABLECOM- GENERAL, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS September 30, 1968 Note A— Principles of Consolidation The consolidated financial statements include the accounts of Cablecom - General, Inc. (name changed from Vumore Company after September 30, 1968) and all its subsidiaries. Cablecom - Cenral, Inc. is a wholly -owned sub- sidiary of Video Independent Theatres, Inc. which is wholly -owned by RKO General, Inc. which is wholly -owned by The General Tire & Rubber Company. All inter - company accounts, transactions and profits among the Company and its subsidiaries have been eliminated. The minority interests in the net income or loss of such subsidiaries, not material in amount, have been charged or credited to selling, general and administrative expenses. The Company's investments in its subsidiaries are carried at cost plus equity in undistributed net income, or less share of losses, from dates of acquisition. The excess ($53,556) of the Company's investment in its subsidiaries over the net assets shown on the books of the subsidiaries has been charged to other assets in consolidation. Investments in affiliated corporations owned 50% or less am carried at cost less allowances for losses which are adjusted periodically to state the investments at amounts approximately the same as underlying equity. Two joint venture investments included in this category are stated at underlying equity based on unaudited financial statements. In January 1968, Video Independent Theatres, Inc. contributed to the Company all the capital stock of its wholly - owned subsidiary, Mesa Microwave, Inc., which is in a related business and has provided services to the Company during the five years ended September 30, 1968. This transaction has been accounted for as a pooling of interests and accordingly the accounts of Mesa have been included in the financial statements for the full five years ended Sep- tember 30, 1968. See "Cablecom Systems' elsewhere in this Prospectus for a description of agreements relating to restrictions on transfer of ownership of stock in subsidiaries and affiliates. Note B— Changes in Accounting Policies The Company, its subsidiaries and the joint ventures have retroactively changed their accounting policies to capitalize the cost of new subscriber installations previously expensed and to change the method of computing depreciation from the double declining balance method to the straight line method. These changes have bee. given effect in the financial statements. As the changes have not been made for federal income tax purposes, appropriate deferred taxes have been provided. The foregoing changes had the effect of increasing stockholder's equity by $821,934 at September 30, 1968, and of increasing net income as follows: (Increase) (Increase) in Decrease in Decrease in Deferred Direct (Increase) General and Federal Increase Operating Decrease in Administrative Income in Erpense Depreciation Expense Taxes Net Income Cablecom - Ceneral, Inc. and subsidiaries: Year ended September 30: 1964 . .. .... .. .. $ 87,045 $174,600 ($418) ($130,823) $130,404 1965 .............. .. .... 53,805 146,658 1,470 (97,084) 104,849 1966 .... . .............. 58,320 133,725 3,737 (85,753) 110,029 1967 ...................... 58,545 177,413 9,295 (126,507) 118,746 1968 ...................... 118,590 (34,586) 24,648 (50,546) 58,106 28 I CABLECOM - GENERAL, INC. and CABLECONI- GENERAL, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS— (Continued) In addition, certain adjustments relating to the Company's investments in its subsidiaries, not material in amount, ' were made to costs and expenses on a retroactive basis. Note C —Loans Payable to Video Independent Theatres, Inc. Loans payable to Video Independent Theatres, Inc. include notes aggregating $2,843,000 subject to sub- ordination provisions which provide that the Company may make no payment on such notes until the notes payable to banks ($4,500,000 at September 30, 1968) have been paid, unless such payments are made from the proceeds of sales of the Company's capital stock, additional subordinated debt or, to the extent of $500,000, from the proceeds of ' borrowings of its subsidiary, Total Television of Santa Rosa, Inc. (See Note E.) Details of the loans payable to Video at September 30, 1968 are as follows: 71/4% demand promissory note , . ... .. .. $ 250,000 ' Non - interest bearing advances ... :: 428,482 71/4 % subordinated demand promissory notes 1,000,000 Non- interest bearing subordinated demand note ... 1,843,000 $3,521,482 Note D— Long-Term Debt ' Long -term debt (and current portion thereof) includes notes payable to banks, $4,500,000, payable in installments commencing in March 1969 and ending on .December 31, 1973 at an interest rate (733% at September 30, 1968) of three quarters of one percent above the banks' prime lending rate. Among other things, the loan agreement prolubits Cablecom- General, Inc. from declaring or paying dividends other than dividends payable solely in shares of its common ' stock, requires the maintenance of tangible net worth and subordinated debt of not less than $2,700,000, and restricts the issuance of additional unsubordinated debt. In addition, the Company has pledged its stock in Vumore -Video Corpo- ration of Colorado, Inc., a 51% owned subsidiary, a promissory note due from that corporation and a security interest in the assets of that corporation (approximately $4,500,000 at September 30, 1968) as collateral. Vumore -Video owns the CATV system in Colorado Spnngs, Colorado. The long -term debt (and current portion thereof) also includes notes payable to former owners of operating prop- erties acquired by the Company. These notes are payable over various periods to 1970 and bear interest at 6 01o. Notes ' amounting to $1,252 at September 30, 1968, were either co- signed, endorsed, or guaranteed by Video Independent Theatres, Inc. In addition to the assets pledged as collateral for the notes payable to banks described above, property and cquipmcnt of the Company having an approximate aggregate cost of $1,540,000 at September 30, 1968 were pledged as collateral under chattel mortgages. ' 29 (Increase) in Decrease in Decrease in Deferred Direct General and Federal Increase Operating Decrease in Administrative Income is Expense Depreciation Expense Taxes Net Income Cablecom- General, Inc.: Year ended September 30: 1966 . . .. .. .. .. $31,095 $169,899 ($100,497) $100,497 1967 .. ... . . . .. . 61,995 212,623 $ 6,000 (140,309) 140,309 ' 1968 ..................... 98,520 4,583 25,807 (64,454) 64,456 In addition, certain adjustments relating to the Company's investments in its subsidiaries, not material in amount, ' were made to costs and expenses on a retroactive basis. Note C —Loans Payable to Video Independent Theatres, Inc. Loans payable to Video Independent Theatres, Inc. include notes aggregating $2,843,000 subject to sub- ordination provisions which provide that the Company may make no payment on such notes until the notes payable to banks ($4,500,000 at September 30, 1968) have been paid, unless such payments are made from the proceeds of sales of the Company's capital stock, additional subordinated debt or, to the extent of $500,000, from the proceeds of ' borrowings of its subsidiary, Total Television of Santa Rosa, Inc. (See Note E.) Details of the loans payable to Video at September 30, 1968 are as follows: 71/4% demand promissory note , . ... .. .. $ 250,000 ' Non - interest bearing advances ... :: 428,482 71/4 % subordinated demand promissory notes 1,000,000 Non- interest bearing subordinated demand note ... 1,843,000 $3,521,482 Note D— Long-Term Debt ' Long -term debt (and current portion thereof) includes notes payable to banks, $4,500,000, payable in installments commencing in March 1969 and ending on .December 31, 1973 at an interest rate (733% at September 30, 1968) of three quarters of one percent above the banks' prime lending rate. Among other things, the loan agreement prolubits Cablecom- General, Inc. from declaring or paying dividends other than dividends payable solely in shares of its common ' stock, requires the maintenance of tangible net worth and subordinated debt of not less than $2,700,000, and restricts the issuance of additional unsubordinated debt. In addition, the Company has pledged its stock in Vumore -Video Corpo- ration of Colorado, Inc., a 51% owned subsidiary, a promissory note due from that corporation and a security interest in the assets of that corporation (approximately $4,500,000 at September 30, 1968) as collateral. Vumore -Video owns the CATV system in Colorado Spnngs, Colorado. The long -term debt (and current portion thereof) also includes notes payable to former owners of operating prop- erties acquired by the Company. These notes are payable over various periods to 1970 and bear interest at 6 01o. Notes ' amounting to $1,252 at September 30, 1968, were either co- signed, endorsed, or guaranteed by Video Independent Theatres, Inc. In addition to the assets pledged as collateral for the notes payable to banks described above, property and cquipmcnt of the Company having an approximate aggregate cost of $1,540,000 at September 30, 1968 were pledged as collateral under chattel mortgages. ' 29 CABLECOM - GENERAL, INC. and CABLECOM - GENERAL, INC. AND SUBSIDIARIES ' NOTES TO FINANCIAL STATEMENTS — (Continued) Annual aggregate maturities of the long -term debt are as follows: Year ending September 30: 1969 ... .. . ..... ... .. ............... $ 638,252 1970 ... .. .......................... . ....... 646,000 1971 . .............. ........ .................. 600,000 1972 ..... ..... ... .... ........................ 900,000 1973 ................ ...... . .... .... ........ 900,000 1974 ...... .. ............................... .. 1,050,000 $4,734,252 Note E— Subsequent Bank Financing On October 21, 1968 a subsidiary entered into a loan agreement with a bank under which it borrowed $1,250,000 at an interest rate (71/4% at such date) of three quarters of one percent above the bank's prime lending rate. The loan matures in installments commencing on June 30, 1969 and ending on Maich 31, 1974. The loan agreement prohibits the payment of cash dividends by the subsidiary and contains other restrictions and limitations applicable to the subsidiary. The loan has been guaranteed by Video Independent Theatres, Inc. Note F— Commitments and Contingent Liabilities The Company and its subsidiaries are obligated render agreements with various cities to make annual payments of up to 5% of gross revenues for their franchises except for the franchise in Colorado Springs, Colorado which ' requires annual payments on a sliding scale up to 35% of gross revenues. Because operations have not begun in this system, payments have not yet been made on the franchise, but in the opinion of management, the payments at maximum saturation of the market will be from 16% to 18% of gross revenues. The Company and its subsidiaries had plans and commitments for capital construction relating to systems , presently operating and under construction and the system to be constructed (subject to FCC approval) at Amarillo, Texas in the approximate aggregate amount of $2,000,000 at September 30, 1968. See "Litigation' elsewhere in this Prospectus for a description of litigation affecting the future operations of the , Colorado Springs system. The federal income tax returns of the Company for the years 1963 through 1965 have been exammed by the Treasury Department and a tentative assessment for additional income taxes of approximately $180,000 has been proposed. The Company is contesting the proposed assessment and believes that a settlement of substantially less t than the amount proposed by the Treasury Department will be obtained. Because the ultimate amount of this liability cannot reasonably be estimated, no provision therefor has been made in the financial statements. ' Note G — Capital Stock and Other Capital On October 16, 1968 the Company amended its certificate of incorporation to (1) authorize 2,160,000 shares of Common Stock, par value $.03 per share, (2) change the previously issued and outstanding 10,000 shares of Common Stock, par value $1.00 per share, into 1,329,525 issued and outstanding shares of Common Stock, par value $.03 per t share, and (3) authorize 1,000,000 shares of Preferred Stock, par value $5.00 per share. These changes (except for the Preferred Stock, no shares of which have been issued) have been reflected in the financial statements as if they had 30 1 1 CABLECOM - GENERAL, INC. and CABLECOM - GENERAL, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS — (Continued) been effected at the beginning of the period of five years ended September 30, 1968. Accordingly $29,886 has been transferred from Other Capital to Common Stock to reflect this recapitalization. There were no other changes to Other Capital during the period. ' See "Stock Options' elsewhere in this Prospectus for a description of the Qualified Stock Option Plan adopted in October 1968. Note 13 — Depreciation and Belated Policies It is the policy of the Company and its subsidiaries to provide for depreciation of property and equipment at annual rates which will amortize the cost of the depreciable properties over their estimated useful lives. The estimated useful lives in effect during the five years ended September 30, 1968 were as follows: ' Towers, lines, distribution equipment, and furniture and fixtures 10 years Buildings .................. . .................... 15 to 25 years ' Automobiles and trucks ..... .. ..................... 3 years At September 30, 1968 the Company's subsidiary, Vumore -Video Corporation of Colorado, Inc., had not begun to amortize the cost (aggregating $4,271,403) of its CATV system in Colorado Springs because such system had not ' been activated at that date. See "Litigation" and note (1) under "Capitalization" elsewhere in this Prospectus. The cost of the system includes interest paid or accrued on money borrowed thrqugh the parent company to finance the cost of construction. It is expected that interest on the borrowing will continue to be capitalized until the system is activated. Amortization of the cost of the system will begin when it is activated. ' Depreciation (giving effect to the changes described in Note B) has been computed generally by the straight line method. As depreciation charged in the financial statements differs from depreciation deducted in the federal income tax returns, provision has been made is the financial statements for the tax liability deferred to future years. ' Expenditures for maintenance and repairs have been charged to expense as incurred. Expenditures for betterments 'and major renewals have been capitalized. Costs of installing new community antenna connections on subscribers premises am capitalized (see Note B). ' Charges to subscribers for connections and reconnections am included in revenues as accrued. The costs of assets sold or otherwise disposed of and the accumulated depreciation thereon are removed from the accounts at the time of disposal and resultant gains or losses are reflected in net income. ' The full amounts of investment credit have been taken into net income as a reduction of federal income taxes as follows: Cablecom- General Inc. Cablecom- ana General, Inc. Subsidiaries Year ended September 30: 1964 ... .. ............................... $24,000 $27,000 1965 ....... . .. ....... . ............ 18,500 24,000 1966 .... ............................... 49,850 53,350 1967 ... ........ .................... ... 20,175 20,675 1968 ...... ............................... 63,160 68,130 31 CABLECOM- GENERAL, INC. and CABLECOM - GENERAL, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS - (Continued) The Company's subsidiaries had an aggregate unused investment credit of $115,000 available at September 30, 1968. The Company had no unused investment credit. Note I- Transactions With Affiliates (Companies 50% Owned or Less, Including Joint Ventures) Revenues from microwave services include amounts charged by a subsidiary to an affiliate. Other income includes charges by the Company and a subsidiary to affiliates for administrative services and interest. Direct operating expenses include charges to the Company by an affiliate for microwave services. A summary of the foregoing is as follows: Revenues Adminis- trative Charges for Microwave Services Microwave Services and Interest Services For the year ended September 30: 1964 ... ............................... $ 19,200 $ 10,990 $ 32,760 1965 . ....................... ...... . 19,200 11,701 32,760 1966 ... ............................... 19,200 14,051 33,710 1967 . . ............................. 19,200 18,103 37,214 1968 .. . . . . . . .. . .. ......... 19,200 44,272 54,240 Note J - Supplementary Profit and Loss Information Charged to Costs and Expenses Selling, Direct General and Item Operating Administrative Total Cablecom- General, Inc. and subsidiaries: Year ended September 30, 1966: Maintenance and repairs .... . . ....... $ 217,262 $ 217,262 Depreciation and amortization ............ 850,785 850,785 Taxes, other than income taxes ... ...... 30,039 $ 79,752 109,791 Rents, royalties and franchise fees ... .... 403,823 50,915 454,738 Year ended September 30, 1967: Maintenance and repairs ......... .... . $ 246,499 $ 246,499 Depreciation and amortization .. 973,498 973,498 Taxes, other than income taxes .. ..... 38,618 $ 93,843 130,461 Rents, royalties and franchise fees ........ 407,886 58,519 466,405 Year ended September 30, 1968: Maintenance and repairs ... ... ...... .. $ 233,432 $ 233,432 Depreciation and amortization . . .... 1,107,831 1,107,831 Taxes, other than income taxes ............ 41,626 $171,664 213,290 Rents, royalties and franchise fees ...... . 435,754 59,339 495,093 Year ended September 30, 1966 1967 1968 The total of taxes, other than income taxes, is comprised of the following: Property ......................... ..... $ 30,650 $ 42,872 $ 80,614 Payroll ..... ........ ... . . .... . 30,039 36,618 41,626 Other .. ... ......... ............... 49,102 50,971 91,050 $109,791 $130,461 $213,290 32 1 1 1 1 1 CABLECOM- GENERAL, INC. and CABLECOM- GENERAL, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS - (Continued) Item Cablecom- General, Inc.: Year ended September 30, 1966: Maintenance and repairs ................ Depreciation and amortization . .. .. Taxes, other than income taxes ...... ... Rents, royalties and franchise fees .... Year ended September 30, 1967: Maintenance and repairs ...... Depreciation and amortization ............ Taxes, other than income taxes . .. . . Rents, royalties and franchise fees .... .. Year ended September 30, 1968: Maintenance and repairs ...... . ...... Depreciation and amortization . .. . ..... Taxes, other than income taxes ... . .... Rents, royalties and franchise fees The total of taxes, other than income taxes, is comprised of the following: Property ...... .... ..... ........ .... Payroll............................... Other. ............................... 33 Charged to Costs and Expenses Selling, Direct General and Operating Administrative Total $158,473 September 30, $158,473 687,584 1967 687,584 23,947 $60,475 84,422 376,479 33,067 409,546 $184,825 39,868 $184,625 729,363 729,363 29,905 $70,909 100,814 375,085 36,109 411,194 $159,444 $159,444 783,755 783,755 34,095 $119,144 153,239 394,985 34,389 429,374 Year ended September 30, 1966 1967 1968 $25,734 $ 31,041 $ 51,680 23,947 29,905 34,095 34,741 39,868 67,464 $84,422 $100,814 $153,239 No person is authorized by the Company, the Selling Stockholder or the Underwriters to give any information or to make any representations in connection with the offering made hereby other than as contained in this Prospectus. Any information, data, or representation not contained in this Prospectus must not be relied upon as having been authorized by the Company, the Selling Stockholder or the Underwriters. This Prospectus does not constitute an offer by the Underwriters in any juris- diction to any person to whom such offer would be unlawful in such jurisdiction. Neither the delivery of this Prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company since the date hereof. TABLE OF CONTENTS Page The Company ..... ... ...... . ....... .. 2 Use of Proceeds ... ... ..... ............... 2 Capitalization .... .. ....................... 3 Dividends ........ ...... ................... 3 Statement of Consolidated Income 4 Development and Description of CATV Industry . S Development of CATV Industry .. .. . .. 5 Description of CATV Systems .... ... .. . 55 Business ... .. ............ ............. Cablecom Systems .... .................. 6 System Applications .. .. ................ 9 Conditions of Franchises .................. 9 Additional Financing . ....... .. .... 9 Mesa Microwave .... .... . .... .... . 9 Federal Regulation ... . ... ...... .... . 10 State and Local Regulation .. . . . . 12 Copyright Litigation and Legislation ..... 13 Compehhon ........ ......... . ..... . 13 Employees .. .... .... ............. 14 Property ........ ...... ... ..... 14 Recent Developments .. ... .. ...... 14 Litigation ...... .......... .... 14 Bank Financing ... ... ... . .. .... 15 Management .. .... 16 Directors and Executive Officers 16 Remuneration of Directors and Officers 16 Stock Options .... ........ 17 Principal and Selling Stockholder . ........ 17 Description of Capital Stock ....... ... . 17 Preferred Stock . ........................ 17 Common Stock ... .................... 18 Underwriting ...... . ....... I.... ..... 19 Legal Opinions .. .. ...... ........ 22 Experts .. ........ .. . ...... 22 Further Information ... 22 Opinion of Independent Accountants .. .. .. 23 Financial Statements .... .. ..... .. 24 Until April 16, 1969, all dealers effecting transactions in the shares offered hereby, whether or not participating in this distribution, may be required to deliver a Pro- spectus. This is in addition to the obligation of dealers to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. s 500,475 Shares 1 1 I CABLECOM - GENERAL, INC. I Common Stock ( Par Value $.03 Per Share) PROSPECTUS January 15, 1969 SHIELDS & COMPANY INCORPORATED 1 1 1968 Annual Report The General Tire � Rubber Company r.� .G WN- GENERAL THE GENERAL TIRE & RUBBER COMPANY 7708 ENGLEWOOD AVENUE, TIRE AKRON, OHIO 44309 The annual shareholders' meeting will be held on March 25, 1969, in the Company's Akron, Ohio offices. It is expected that a proxy statement will be sent to shareholders beginning about February 25, 1969, at which time proxies for use at the March 25, 1969 shareholders' meeting will be requested. TRANSFER AGENTS AND REGISTRARS TABLE OF CONTENTS COMMON STOCK Financial Facts & Year in Brief ...................... 1 Tire Division ...................... ..........................16 -19 Report to Shareholders ... ............................... 3 RKO General Division .......... ..........................20 -21 Consolidated Balance Sheet .......................... 4 -5 Aerojet - General Division .... ..........................22 -25 Statement of Consolidated Income ................ 6 Chemical/ Plastics Division ..........................26 -29 Retained Earnings and Source and Athletic Products ........... ............................... 30 Application of Funds . ............................... 7 Byers Operations ........... ............................... 30 Notes to 1968 Financial Statements .............. 8 -11 Industrial Products Division .......................... 31 Ten -Year Resume ................ ..........................12 -13 General Tire International .... ..........................32 -33 Directors and Officers ... ............................... 14 Research & Development .............................. 34 Highlights of 1968 ......... ............................... 15 U. S. Divisions & Products ..........................35 -36 TRANSFER AGENTS AND REGISTRARS PREFERENCE STOCK COMMON STOCK Transfer Agents Transfer Agents Chemical Bank New York Trust Company, Morgan Guaranty Trust Company of New York, N.Y. New York, N.Y. The General Tire & Rubber Company, Akron, Ohio The General Tire & Rubber Company, Akron, Ohio Registrars Registrars First National City Bank, New York, N. Y. First National City Bank, New York, N. Y. First National Bank of Akron, Akron, Ohio First National Bank of Akron, Akron, Ohio Financial Facts in Brief THE GENERAL TIRE & RUBBER COMPANY AND CONSOLIDATED SUBSIDIARIES NetSales ............................... ............................... NetIncome ........................... ............................... Per Share of Common Stock adjusted for 2% Stock Dividend Payable February 28, 1969........ Return on Common Stock Equity .......................... The Year in Brief TIRES, PLASTICS AND INDUSTRIAL PRODUCTS NetSales ............................... ............................... NetIncome ........................... ............................... % Net Income to Sales ..... ............................... AEROJET- GENERAL CORPORATION (85 %- OWNED) NetSales ............................... ............................... Net Income (Loss) ................. ............................... % Net Income to Sales ....... ............................... General Tire's Equity in Net Income (Loss) ........ RKO GENERAL, INC. (10o %- OWNED) Revenues (Not included in Consolidated Net Sales) NetIncome ........................... ............................... % Net Income to Revenue . ............................... 'Includes extraordinary gain by RKO General, Inc. of $553,000 In 1968 and $6,344,000 In 1967 equivalent to 3C and 34 per share of General Tire Common Stock. 1968 1967 $1,039,072,000 $954,455,000 43,326,000" 32,081,000• 2.44' 11.5% 1.80' 9.3% 1966 $1,001,508,000 50,245,000 2.86 15.6% $ 594,269,000 $510,651,000 $ 502,627,000 32,368,000 27,161,000 27,596,000 5.4% 5.3% 5.5% $ 444,803,000 $443,804,000 $ 498,881,000 7,448,000 (10,246,000) 14,795,000 1.7% — 3.0% 6,314,000 (8,709,000) 12,538,000 93,250,000 1 $ 87,270,000 4,644,000- 13,629,000' 5.0% 15.6% $ 77,792,000 10,111,000 13.0% 1 1 JOHN O'NEIL T. F. O'NEIL M. G. O'NEIL Chairman, Finance Committee Chairman of the Board President Report to the Shareholders The consolidated sales and earnings of The General Tire & Rubber Company in 1968 were the second high- est in the Company's history. Sales for the year ended November 30, 1968 totaled $1,039,072,000. Net Earn- ings were $43,326,000. Comparative financial facts covering the results of the last three years appear on Page 1 of this report. Overall sales increased 8.9% as the Company topped a billion dollar sales for the fourth time in the last six years. Consolidated earnings were up 35.1 % over 1967 but did not achieve the record high attained in 1966. One of the most significant measures of a Company's performance is return on equity. While our return at 11 .5% was better than that of the previous year, it was not as satisfactory as the 15.6% return achieved in 1966. Per -Share Earnings at $2.44 Per -share earnings for 1968 were $2.44 after ad- justment for the 2% common stock dividend payable February 28, 1969. This figure was computed on the adjusted average total of 17,442,641 common shares outstanding after deducting $780,000 in dividends paid on preference stock. The adjusted 1967 figure is $1.80. The consolidated sales figures do not include the revenues of RKO General, A.M. Byers nor those of our International operations. Only United States opera- tions (excepting Byers) and Canadian subsidiaries are included in the consolidated earnings. The primary factors in the 1968 results were the excellent performances of our Tire Division, our Chemi- cal /Plastics Division, our Industrial Products Division and our International Division. Each of these operations reported record sales and earnings. The combined sales of these units represented 57.2% of the consolidated total. Also, they produced 74.7% of the earnings. Aerojet Reverses Results Aerojet - General in 1968 reversed its results after a $10.2 million deficit in 1967 to report an income of $7,448,000 on sales of $444,803,000, but RKO Gen- eral's earnings were down considerably due to a falloff in income from television broadcasting and because of losses incurred by Frontier Airlines. RKO General's 54% equity in the net loss for Frontier was $1,996,000 compared with a profit of $197,000 for 1967. The Frontier deficit came from unusual costs stemming from its merger in 1967 with Central Airlines and from expenses arising from its conversion to jet aircraft. In our consolidated results, this loss represents a difference of 1 ll ; in per -share earnings. To cope with its problems, Frontier is now under new executive management and has initiated the nec- essary cost controls to accomplish a turn -about in results as quickly as possible. Aside from its unfavorable Frontier problem, RKO General's other operations were only slightly off the 1967 operating level. The earnings of its radio stations more than offset the decline experienced by the tele- vision outlets. Its revenues for the fiscal year were more than $93 million, highest ever. 1 The Company's quarterly cash dividend rate on com- mon stock was increased to 25� per share on August 7, 1968 by the Board of Directors. It was a 25% increase. The 2% stock dividend, referred to earlier, was declared on December 4, 1968. In capital expenditures, our 1968 outlay was $50 million for new plants, enlargement of existing facili- ties and equipment modernization. Projections for 1969 indicate a similar investment. There were a number of standout achievements in all of our operations. But probably the most memorable one was the performance of Aerojet - General's Space Propulsion System (SPS) engines during the 1968 Apollo space flights, especially on the Christmas -time lunar orbit of Apollo 8. Aerojet - General began its work on the Apollo engine in 1962. It designed, built and tested them under con- tracts amounting to $100 million. Report on All Divisions We had outstanding performances throughout our product lines, meeting the customer's requirements with quality products and services in all areas of our busi- ness, which involve us inportantly in transportation, space activities, home products, communications and industrial products. We have reported in detail the achievements of our many divisions beginning on Page 15 of this Annual Report. Our International operations experienced good busi- ness as its affiliated and associated organizations con- tinued their aggressive expansion programs. During the year, an agreement was reached with the National De- velopment Corporation of Tanzania, East Africa to build a tire manufacturing facility in Arusha. We believe the outlook for business in 1969 and future years is strong. Though we have not yet realized the increased earnings from the sizeable income re- invested in our business in recent years, it is possible results of 1969 will mark the start of an upward trend. As for the national economy, we are confident it will continue its pattern of growth under the new admin- istration. All our preparations are focused towards keeping our divisions updated with new products, new manufacturing processes, new ideas necessary for them to maintain a profitable position regardless of the pace generated in the growth of the nation's business. WX10011�. Chairman President Assets CURRENT ASSETS: Cash and short term securities ................................. ............................... Accounts and notes receivable, less estimated losses in collection............ Inventories, at the lower of cost (partly "lifo ") or market: $ 38,884,000 195,408,0001 Raw materials and supplies ................................. ............................... 35,426,000 In process and finished goods ............................. ............................... 152,475,000 Prepaid expenses ........ ............................... Total current assets ........................... INVESTMENTS AND ADVANCES: RKO General, Inc. (Note A) ....................... A. M. Byers Company (Note B) ................. Other (Note C) .......... ............................... 187 ,901,000 i ......••• 11,545,000 433,738,000 PROPERTY, PLANT AND EQUIPMENT, at cost (Note D): Land......................................................................... ............................... Buildings and building equipment ............................. ............................... Machineryand equipment ....................................... ............................... Otherproperties ....................................................... ............................... Accumulated depreciation ......... OTHER ASSETS. 4 78,638,000 9,307,000 32,904,000 120,849,000 !, 21,049,000 j 139,265,000 1 I 324,856,000 1 32,977,000 518,147,000 266,880,000 251,267,000 6,807,000 812,661,000 Consolidated Balance Sheet NOVEMBER 30, 1968 AND 1967 THE GENERAL TIRE & RUBBER COMPANY AND CONSOLIDATED SUBSIDIARIES Liabilities CURRENT LIABILITIES: Notespayable .................................. ............................... i Installments of long term debt ........... ............................... Accounts payable, accrued wages, interest, etc ............... U. S. and foreign income taxes (Note E) ......................... Total current liabilities .............. ............................... I LONG TERM DEBT (Note F) ................ ............................... MINORITY INTEREST inAerojet- General Corporation 15.22 % common stock equity .......... ............................... SHAREHOLDERS' EQUITY: Preference stock (Note G) ................ ............................... Common stock —30� par value Authorized- 22,500,000 shares (Note H) Outstanding — 17,567,213 shares ............................. Other capital (Note 1) ........................ ............................... Retained earnings (Note F) .............. ............................... Less -4,287 common shares in treasury, at cost ..... Total common stock equity ......................... 1 1968 $ 53,000,000 7,105,000 134,434,000 26,016,000 220,555,000 188,317,000 ...... 18,787,000 { 1 I i ...... 1 15,761,000 1 5,270,000 80,582,000 283,395,000 369,247,000 6,000 369,241,000 i 1 385,002,000' $812,661,000 1967 $ 52,000,000 9,911,000 114,268,000 14,767,000 190,946,000 178,542,000 1 18,372,000 16,449,000 5,119,000 64,528,000 267,743,000 337,390,000 6,000 337,384,000 353,833,000 $741,693,000 5 Statement of Consolidated Income THE GENERAL TIRE & RUBBER COMPANY AND CONSOLIDATED SUBSIDIARIES YEARS ENDED NOVEMBER 30 Netsales ........................................................................ ............................... Foreign management and technical fees, less expenses .. ............................... Interest, dividends and other income ............................................................ Income of RKO General, Inc. and its consolidated subsidiaries, before extraordinary items (Note A) ........ ............................... Cost of products sold, including administrative expenses on government contracts ............................................ ............................... Depreciation(Note D) ...................................................... ............................... Selling, general and administrative expenses .................. ............................... Interest on borrowed money ............................................ ............................... Minority shareholders' equity in profit (loss) of Aerojet- General Corporation ........................................ ............................... U. S. and foreign taxes on income (Note E) .................... ............................... Income before extraordinary items .................. ............................... Gains on sales of certain investments by RKO General, Inc. less applicable income taxes (Note A) ........ ............................... Net income for year ........................................ ............................... Per share of common stock (adjusted to reflect 2% stock dividend payable February 28, 1969): Income before extraordinary items .................. ............................... Extraordinary items, net of tax ........................ ............................... Net income for year ........................................ ............................... •Restated for comparability. 1968 $1,039,072,000 5,439,000 5,535,000 4,091,000 1,054,137,000 1967* I $954,455,000 4,327,000 6,465,000 — - -- - -- 11 831,433,000 811,708,000 38,559,000 35,147,000 88,971,000 81,200,000 13,767,000 12,277,000 1,134,000 (1,537,000) 42,773,000 25,737,000 553,000 6,344,000 ' S 43,326,000 $ 32,081,000 > 2.41 $ 1.44 .03 .36 , i 2.44 $ 1.80 ' 1 Retained Earnings, Source and Application of Funds THE GENERAL TIRE & RUBBER COMPANY AND CONSOLIDATED SUBSIDIARIES YEARS ENDED NOVEMBER 30 RETAINED EARNINGS Balance, beginning of year .................. ............................... Net income for year .............................. ............................... RKO General, Inc. adjustments (Note A) ............................. Cash dividends: On preference stock (Note G) .......... ............................... On common stock (1968 — $.90 per share: 1967 — $.80 per share) ................ ............................... Stock dividend declared -2% payable February 28, 1969 (348,400 shares at approximate market value) ............... Balance, end of year ............................ ............................... SOURCE AND APPLICATION OF FUNDS SOURCE: Net income for year ................................ ............................... Depreciation.......................................... ............................... Additional long term debt ..................... ............................... Other..................................................... ............................... APPLICATION: Cash dividends to shareholders ............................... ............................... Expenditures for plant and equipment (net) ............. ............................... Increase in net assets of RKO General, Inc. (Note A) .............................. Retirement of long term debt ................................... ............................... Other....................................................................... ............................... Difference — increase in working capital ................. ............................... $267,743,000 43,326,000 851,000 311,920,000 780,000 15,405,000 16,185,000 12,340,000 28,525,000 $283,395,000 $ 43,326,000 38,559,000 16,978,000 5,079,000 103,942,000 1 16,185,000 50,218,000 2,495,000 7,203,000 1,591,000 I 77,692,000 ' S 26,250,000 1967 $250,025,000 32,081,000 93,000 282,199,000 845,000 13,611,000 14,456,000 14,456,000 $267,743,000 $ 32,081,000 35,147,000 47,184,000 9,090,000 123,502,000 14,456,000 72,473,000 10,722,000 10,314,000 10,583,000 118,548,000 $ 4,954,000 7 Notes to 1968 Consolidated Financial Statements NOTE A The amount of $78,638,000 carried for RKO General, Inc. represents the entire capital stock, stated at cost, $ 10,944,000 plus $70,694,000 equity to September 30, 1968 in RKO's consolidated retained earnings since ac- quisition, less a cash dividend of $3,000,000 received from RKO in November, 1968. In its financial statements RKO consolidates the ac- counts of its 80% or more owned subsidiaries. Invest- ments in unconsolidated subsidiaries are carried at cost plus equity in undistributed net income from dates of ac- quisition. RKO's investment at September 30, 1968 in its three largest unconsolidated subsidiaries, Frontier Airlines Inc. (54% owned), Citadel Industries, Inc. (69% owned) and Fleetwood Corporation (57% owned) was $41,323,000. At September 30, 1968, Frontier had 3,802,692 shares of common stock outstanding of which approxi- mately 54% were owned by RKO. For the year ended Septembr 30, 1968, RKO's share of the net loss of Frontier was $1,996,000 compared with net income of $197,000 for the prior year. Approximately 4,109,500 shares of Frontier's common stock are reserved for is- suance upon conversion of debentures and preference stock and upon exercise of warrants and employee stock options outstanding, of which 1,406,010 reserved shares are available to RKO. Substantially all of Fron- tier's flight equipment is pledged as collateral for long term debt amounting to approximately $71,665,000 at September 30, 1968. Long term debt maturities and rental commitments for the next five years will average approximately $6,672,000 and $2,257,000 respec- tively. Under provisions of loan agreements, which con- tain restrictions relating to the maintenance of net worth 8 and networking capital, Frontier is prohibited from pay- ing cash dividends without the consent of the lenders. During 1968, Frontier cancelled orders for certain flight equipment and could be required to reimburse the manu- facturer for damages to a maximum of $1,200,000. Frontier is subject to the subsidy rules established by the Civil Aeronautics Board. Subsequent to December 31, 1968, Frontier has agreed to an adjustment of prior period subsidy payments, resulting in a refund pay- ment to the government of approximately $1,100,000, net of tax effect, for the years 1964 through 1966. Frontier has unused investment credits available of $ 5,100,000. RKO has contingent liabilities and commitments under television film license contracts, services, par- ticipations, properties, contributory pension plans, sun- dry guarantees and prior year tax matters. Tax returns of RKO and certain of its subsidiaries for the years 1958 through 1964 have been examined by the Trea- sury Department and adjustments to taxable income have been proposed. RKO is contesting the proposed adjustments. Tax returns of RKO for 1965 and 1966 are presently being examined. RKO and other com- panies are defendants in a damage action by song- writers and composers, in other lawsuits including anti -trust suits, and in a suit seeking a return of al- leged profits in security transactions relating to the merger of Frontier and Central Airlines in 1967. Coun- sel for RKO have advised that in their opinion the ulti- mate liability, if any, with respect to such tax matters and such lawsuits will not materially adversely affect the financial position of RKO. Property and equipment of RKO having an aggregate cast of approximately $23,000,000 were pledged as collateral under various mortgages. RKO GENERAL, INC. SUMMARY OF CONSOLIDATED BALANCE SHEET Currentassets ........................................................................... ............................... Currentliabilities ................................................................ ............................... Netcurrent assets ......................................................... ............................... Investments in capital stock ($31,735.000) and advances to unconsolidated subsidiaries ........ .................................... ............................... Property and equipment, less depreciation ............. ............................... ................ Intangibles............................................................................... ............................... Otherassets ............................................................................ ............................... Long term liabilities .............................. ............................... ........ Reserves ($1,652,000) and deferred federal income taxes ................... Represented by: Capital stock and other capital ............................. Retained earnings ................. ............................... SUMMARY OF STATEMENT OF CONSOLIDATED INCOME AND RETAINED EARNINGS Revenues................................... ............................... ........... ............................... Operating costs and expenses, etc ............. ............................... ............................ Depreciation................................................................................ ............................... Share of net loss of unconsolidated subsidiaries .......................... ............................... Income before federal taxes on income and extraordinary Items ................ ............... Federal taxes on Income .............. .. ............................... .............................. .. Income before extraordinary items . ............................... .......... ............................... Extraordinary items— Net gains on sales of certain investments less applicable income tax of $384,000 in 1968 and $1,988,000 in 1967 ........ ............................... Netincome .............................................................................. ............................... Retainedearnings at October 1 ................................................... ............................... Otheradjustments ................................. ............................... . ............................... Lesscash dividend ......................... ............................... .... ............................... Retained earnings at September 30 .............................................. ............................... September 30 jj1 1968 i $ 48,482,000 18,573,000 29,909,000 49,150,000 38,283,000 10,826,000 3,274,000 131,442,000 48,742,000 82,700,000 3,050,000 $ 79,650,000 $ 7,879,000 71,771,000 $ 79,650,000 1 Year Ended j September 30 1968 $ 93,250,000 75,946,000 5,342,000 { 1,928,000 83,216,000 I 10,034,000 5,943,000 4,091,000 i 553,000 4,644,000 69,276,000 73,920,000 851,000 j 74,771.000 j 3.000.000 ; $ 71,771,000 1 i September 30 1967 $ 56,105,000 18,105,000 38,000,000 46,407,000 32,012,000 9,427,000 2,276,000 128,122,000 48,198,000 79,924,000 2,769,000 $ 77,155,000 $ 7,879,000 69,276,000 S 77,155,000 Year Ended September 30 1967 S 87,270,000 69,914,000 4,851,000 74,765,000 12,505,000 5,220,000 7,285,000 6,344,000 13,629,000 58,554,000 72,183,000 93,000 72,276,000 3,000,000 —7-69,276,0G0 1 9 Notes (CONTINUED) NOTE B The amount of $9,307,000 carried for A. M. Byers Company represents the cost of 1 ,078,401 shares (81.5 %) of common stock. General Tire's equity in Byers' consolidated net income for the year ended Sep- tember 30, 1968, amounted to $1,198,000 of which $485,000 went to General Tire as dividends. NOTE C Other investments and advances of $32,904,000, at cost, consist of (a) capital stock and advances to for- eign and domestic subsidiary companies $13,414,000 (after reserve of $7,287,000), foreign and domestic associated companies $7,122,000, other receivables, sundry investments, etc. $4,045,000 (after reserve of $100,000), and (b) marketable securities $8,323,000 which is less than market. The equities in the reported underlying book amounts of the net assets in these foreign and domestic compa- nies are in the aggregate substantially in excess of the amount carried for the investments and advances. NOTE D With respect to depreciation charged to income, de- preciable assets acquired prior to 1954 are depreciated principally on the straight -line method and depreciable assets acquired subsequently are depreciated on an accelerated method. NOTE E In 1968 the Company adopted the installment method of reporting income for federal income tax pur- poses, under which profits on installment sales will not become taxable until collections are made on the in- stallment accounts receivable. No change was made in the method of accounting for these sales in the accom- panying financial statements. Accordingly, the current liability for U.S. income taxes includes $6,436,000 pro- vided in 1968 for the amount deferred as a result of this change for tax purposes and for other tax timing differ- ences. The investment tax credit, $2,183,000 for 1968 and $3,171,000 for 1967, was included in net income as a reduction of the provision for federal income taxes. [i NOTE F Long term debt, less current installments: The General Tire & Rubber Company — Promissory notes 43/4% maturing 1970 -1987 ............$ 36,000,000 51/4% maturing 1970 -1990, subordinated ............................ 25,000,000 6s/s% maturing 1973 -1993 ............ 25,000,000 Revolving credit notes .................. 34,200,000 Other ............. ............................... 1,996,000 Subordinated debentures 41/4% to 6% maturing 1970 -1982 .. 8,793,000 51/2% maturing 1970 -1982 ............ 22,684,000 Aerojet - General Corporation — 51/4% debentures maturing 1970 -1981 ................ 11,800,000 53/4% subordinated promissory notes, maturing 1970 -1983 ...... 14,000,000 Other ............. ............................... 4,251,000 Real estate subsidiary, etc ..................... 4,593,000 $188,317,000 The revolving credit notes are issued under a Credit Agreement with ten banks which provides loans up to $57,000,000, evidenced by promissory notes bearing interest equal to the prime rate. These notes are renew- able at the Company's option until July 1, 1971, and may be converted at any time at the Company's option to term notes due in 16 equal quarterly installments with interest at 1/4 % above the prime rate. The long term debt agreements and indentures con- tain certain provisions relating to payment of cash divi- dends on common stock. At Nov. 30, 1968, under the most restrictive provision, approximately $45,000,000 of retained earnings was free of such restrictions. NOTE G Cumulative $100 par value preference stock with 827,283 shares authorized, totaled $15,761,000 out- standing at November 30, 1968, comprising 65,607 shares of the $5 sinking fund series and 92,000 shares of the 4.75% sinking fund series. Dividends paid in 1968 amounted to $780,000 comprising $337,000 on the $5 series and $443,000 on the 4.75% series. Each series has the right to receive on involuntary liquidation $100 per share. The reduction in shares outstanding during 1968 represent retirements through the sinking fund or purchases for subsequent annual retirements. NOTE H At November 30, 1968, 516,279 shares of unissued common stock were reserved as follows: 137,039 for Employees Stock Option Plan; 189,520 for Man- agement Incentive Plan; and 189,720 for purchase warrants expiring in 1969. During 1968, employees ex- ercised their previously - granted options for 21,085 shares and previously - granted options for 5,686 shares were cancelled. NOTE 1 The change in Other Capital for the year ended November 30, 1968 comprised the excess of selling price or market value over par value of: 153,975 shares of common stock sold under warrants and options or issued under the Management Incentive Plan, $3,766,000; 348,400 common shares to be issued in connection with 2% stock dividend, $12,236,000; and other capital transactions, $52,000. NOTE J The Company and its subsidiaries have non- contributory retirement plans and contributory retire- ment plans covering substantially all employees. For 1968, $4,549,000 was charged for pension costs rep- resenting, where applicable, current service costs and amortization of prior service costs on a 40 -year basis. In the case of two plans, the current year's cost was computed under formulas. All plans are funded through pension trusts to which the Company makes contribu- tions as required by the various plans. The actuarially computed value of vested benefits for one plan as at November 30, 1968, exceeded the total of the pension fund assets and balance sheet accrual by approximately $10,556,000. A change during the year in certain actu- arial assumptions principally to conform to actuarial experience had the effect of increasing net income for the year by approximately $690,000. LJ Opinion of Independent Accountants Price Waterhouse & Co. Union Commerce Building Cleveland 44115 January 31, 1969 To the Board of Directors and Shareholders of The General Tire & Rubber Company We have examined the November 30, 1968 consoli- dated financial statements of The General Tire & Rubber Company and consolidated subsidiaries. Our examination was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances but it did not cover the financial state- ments of RKO General, Inc. and consolidated subsid- iaries which were reported on by other accountants. Based on our examination and on the report of other accountants mentioned above, it is our opinion that the accompanying balance sheet, statement of income, statements of retained earnings and source and application of funds present fairly the consolidated financial position of The General Tire & Rubber Com- pany and consolidated subsidiaries at November 30, 1968, the consolidated results of their operations and the supplementary information on funds for the year then ended, in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding year. Price Waterhouse & Co. Ten Year Resume YEARS ENDED NOVEMBER 30 CONSOLIDATED EARNINGS AND DIVIDENDS 1968 1967 Net Sales ................................................. ............................... $1,039,072,000 $954,455,000 Net Income Amount ................................................. ............................... 43,326.000" 32,081,000 "" Per Common Share' ........................... ............................... 2.44 " 1.80.. Dividends Paid on Preference Stock ......... ............................... 780,000 845,000 Cash Dividends Paid on Common Stockt Tota I ..................................................... ............................... 15,405,000 13,611,000 PerShare' ........................................... ............................... .88 .78 Earnings Retained in Business ................... ............................... 27,141,000 17,625,000 *Adjusted for 3 for 1 stock split In 1962 and for stock dividends below. "Includes extraordinary gain of $553,000 in 1968 and $6,344,000 in 1967. tin addition, 2% stock dividends were declared on common stock in December, 1968 and November, 1959. CONSOLIDATED FINANCIAL STATUS Working Capital ....................................... ............................... 213,183,000 186,933,000 Plant and Equipment (Net) ....................... ............................... 251,267,000 239,608,000 Long Term Debt ....................................... ............................... 188,317,000 178,542,000 Preference Stock ..................................... ............................... 15,761,000 16,449,000 Common Stock Equity ................................................... ............................... 369,241,000 337.384,000 Equity per Share# ................................. ............................... 21.17 19.34 Return on Equity ................................... ............................... 11.5% 9.3% *Based on 17,442,641 average shares of common stock outstanding during 1968, as adjusted for 2% stock dividend declared in December, 1968. 12 1964 $1,027,178,000 36,923,000 2.11 921,000 8,370,000 .49 27,632,000 1963 $1,084,245,000 34,699,000 1.98 960,000 7,075,000 .42 26,664,000 1962 $959,769,000 26,745,000 1.52 1,005,000 6,592,000 .39 19,148,000 145,081.000 160,265,000 138,830,000 173,202,000 148,253,000 133,057,000 127,523,000 134,455,000 121,601,000 17,330,000 18 ,200,000 18,656,000 247,608,000 218,156,000 190,351,000 14.20 12.51 10.91 14.5% 15.5% 13.5% 1961 $809,020,000 27,343,000 li 1.59 1,026,000 5,385,000 .32 20,932,000 1960 $753,948,000 22,785,000 1.33 1,067,000 5,322,000 .32 16,396,000 1959 $676,942,000 26,624,000 1.58 1,133,000 3,942,000 .25 21,549,000 123.652,000 108,065,500 113,870,000 112,956,000 99,768,000 89,408,000 102,284,000 82,565,000 87,671,000 19,642,000 19,943,000 20,921,000 167,460,000 142,188,000 125,139,000 9.60 8.15 7.17 15.7% 15.3% 20.4% 13 Officers of the Company BOARD OF DIRECTORS M F. O'Neil, Chairman tM. G. O'Neil, President tJohn O'Neil, Chairman, Finance Committee tD. A. Kimball tF. W. Knowlton J. E. Powers O. G. Vinnedge W. E. Zisch "Robert Iredell "C.J.Jahant "L. A. McQueen "S. S. Poor "E. W. Ross (Deceased December 11, 1968) tMember Executive Committee *Honorary Directors PRINCIPAL OFFICERS OF THE COMPANY T. F. O'Neil, Chairman of the Board M. G. O'Neil, President John O'Neil, Chairman, Finance Committee Joseph W. Foss, Vice President, International Operations D. A. Kimball, Vice President, Aerojet Operations M. J. Morgan, Vice President, Tires J. J. Mulcahy, Vice President, Automotive Operations T. E. Pittenger, Vice President, Secretary and General Counsel Sam Salem, Vice President, Chemical/ Plastics Wendell J. Gunner, Treasurer 'Retired February 28, 1968 PRINCIPAL OPERATING OFFICERS Morgan J. Morgan, President, Tire Division Sam Salem, President, Chemical /Plastics Division H. C. Sommer, President, Industrial Products Division Joseph W. Foss, President, General Tire International R. I. McKenzie, President, Aerojet - General Corporation John B. Poor, President, RKO General, Inc. James L. Wetzel, President, A. M. Byers Company 14 Other Corporate Officers W. R. Ealy, Assistant Treasurer Dell J. Orr, Assistant Treasurer John J. Dalton, Assistant Secretary and Associate General Counsel Other Division and Subsidiary Officers TIRE DIVISION R. H. Fast, Vice President, Replacement Tire Sales "J. W. Frasche, Vice President, Manufacturing J. S. Hanse, Vice President, Private Brand Sales tH. J. Korsmo, Vice President, Manufacturing P. E. Shobert, Vice President, Product Services •Retired December 31, 1968 (Named January 8, 1969 CHEMICAL /PLASTICS DIVISION George Hackim, Vice President, Industrial Sales J. H. Miller, Vice President, Controller J. G. Roppel, Vice President, Lawrence Operations J. A. Weber, Vice President, Toledo Operations INDUSTRIAL PRODUCTS DIVISION Howard M. Garver, Vice President, Manufacturing F. T. Downs, Vice President, Sales AEROJET- GENERAL CORPORTAION L. W. Mullane, Executive Vice President A. L. Antonio, Senior Vice President W. L. Gore, Senior Vice President C. C. Ross, Senior Vice President RKO GENERAL, INC. Hubert J. DeLynn, Vice President and Treasurer H. V. Greene, Jr., Vice President Ross Tabor, Vice President P. J. Winkler, Vice President, Assistant Secretary W. L. Westerman, Vice President Highlights of 1968 There were a number of important achievements reached by The General Tire & Rubber Company as it completed its 53rd year. Among the highlights con- tributing to the success of 1968 were: AEROJET AND APOLLO 8 A monumental achievement of Aerojet - General's 26 years came this past year when its Service Propulsion System (SPS) engine placed into lunar orbit the three U.S. astronauts aboard Apollo 8, then returned them safely back to earth. Started in 1962 under contracts totalling $100 million, the Aerojet engines, which have a vital role in all Apollo flights, were fired in ground and space tests more than 3,200 times without a single malfunction prior to their Apollo flights. STOCK AND CASH DIVIDENDS Reflecting the improved volume and earnings pic- ture for 1968, General's Board of Directors on August 7, 1968 increased the quarterly cash dividend to 25G per share on shares outstanding. It was a 25% increase. At the year's end, a 2% common stock dividend, pay- able February 28, 1969 to holders of record on Febru- ary 15, 1969, was declared in addition to the regular cash dividend. Additionally, Aerojet- General's direc- tors declared an extra cash dividend of 50t, payable December 31, 1968 to holders of record on December 16, 1968. RKO GENERAL EXPANSION In a year when the company's broadcasting activities grew to a point where two separate companies were established —RKO General Television and RKO General Radio —the Boston operations of RKO General, Inc. occupied their new quarters in the recently -com- pleted five -story building in the new Government Centre complex. Housing WNAC -TV, WRKO -AM and WROR -FM radio facilities on four floors, the remainder of the building is being leased. A multi - million dollar investment, the new broadcasting center provides a total of 100,000 square feet. NEW RKO STOCK LISTING Recapitalization for Vumore, Inc., wholly -owned CATV subsidiary of RKO General, Inc., was formulated in 1968. The company, renamed Cablecom - General, will offer shares to the public in the Over- The - Counter market early in 1969. General currently offers parent company shares over the Big Board and Aerojet -Gen- eral is listed on The American Stock Exchange. To assure highest tire safety standards, General Tire installed new 4- position testing machines, above, programmed from complex panel, below, to handle 200 mph speeds and loads to 12,000 lbs. CHEMICIAL /PLASTICS ACQUISITION The Chemical/ Plastics Division acquired new facili- ties in 1968 for the production of rigid plastics in New - comerstown, 0. TIRE PATENT AWARD Early in 1968, General introduced the Dual S -90 tire, popularly called the "Sidewinder," which was de- signed with off - the - center tread and shoulder dimen- sions providing unusual cornering stability even at high speeds. The company was awarded U.S. Patent No. 3,410,329 for the tire's unique inventive features. WORLD'S LARGEST PRESSES The world's largest Bag- O -Matic presses for off -the- road giant tires were installed in General Tire's Bryan, Ohio, facility. At Akron headquarters, 400,000 square feet of office and manufacturing space were added. New tire curing equipment installed in the Charlotte, North Carolina, plant increased production capacity 25 %. The Waco, Texas facilities were expanded by 212,000 square feet to improve greatly the plant's pro- ductive capabilities. NEW TANZANIA PLANT General Tire International announced the building of a tire manufacturing plant in Tanzania, East Africa. General's 21st overseas plant and fourth in Africa, the new facility will supply the expanding tire needs of the East Africa Common Market. General Tire Retail Stores, providing full car safety service, are serving the travel needs of more U.S. motorists annually. Typical of the "Big G" service centers now operating to most of the nation's busiest tire markets are those, shown clockwise, in Detroit, Boston, Miami, San Francisco and Baltimore (center ). 19 Tire Division Again in 1968 the Tire Division recorded a sizeable overall sales increase, bettering 1967's previously -high volume by nearly 11 % and continuing an annual rate of growth higher than the average of the industry. Additionally, the Division experienced a much more satisfactory return on sales. Its earnings were better than 30% higher than those of 1967. The continuing growth in sales, especially in the last five years, reflects the management's long -range plan- ning in the areas of production, of distribution and in merchandising. Our manufacturing plants in 1968 contributed mea- surably to the year's performance. They established new records for production tonnage used in tire manufac- turing and also in the number of units produced. Coupled with the production achievements, our dis- tribution reached more effectively into the many cus- tomer areas. Consequently, sales gains were registered across - the - board. Replacement tire business, both in passenger car and truck unit sales, was well ahead of 1967. Original equipment sales, for new automobiles and trucks, were the best in the Company's history. A significant factor in the year's performance was the rebound in truck tire sales, which historically have been the backbone of the Company's tire business. In the last 12 months the customer demand resulted in an above - average replacement sales year, and an excel- lent year for tires as OE on new trucks and trailers. It is a fact, more people purchased tires from General than in any year since the Company was founded in 1915. This results from the availability of a complete product line to satisfy the customers' needs, and the strengthening of distribution by making it easier for the customer to purchase the tires he needs, when and where he wants them. Because of this, the 1968 sales and earnings of our independent dealers, our retail stores as well as our department store, private brand and oil company cus- tomers were at a level in keeping with the margins that are necessary to good business health. Fortunately, the Company still boasts the strongest independent tire dealer organization in the Industry. From the beginning, the independent dealer has been the primary source in General Tire's replacement busi- ness. This will continue to be our policy and only when it is impossible to find the qualified independent busi- nessman with the desire and interest in the tire busi- MORGANI MORGAN President, Tire Division ness will we employ other methods of protecting our share of business in a given market. Presently, there is a shortage of good businessmen interested in the tire business and, because of this, the company -owned retail stores are becoming an increas- ingly bigger factor in General's distribution setup. During the past year, in addition to new stores with complete car safety service facilities, illustrated on Page 16 of this report, which were opened for business, major remodelling was completed at most of the exist- ing operations. The new stores increased our total to nearly 300 retail outlets now serving important replace- ment markets in the United States. Altogether these re- tail stores reported a 9.1 % business gain in 1968. Our long -range marketing forecast indicates a con- tinuing rising tire demand. To cope with this growth, our plans call for an annual addition of at least 40 new outlets, many of which will be company- financed. With the expanding product demand in mind, size- able investments were made at all of our manufactur- ing facilities for new building or equipment installation during 1968. At Akron, the 400,000 feet of floor space acquired in the purchase of the building from the Ameri- can Hard Rubber was converted into facilities for of- fice and manufacturing use. The plant at Waco, Texas was expanded by 212,000 square feet to house a new, modern curing and final finish area. Major equipment installations were made at Charlotte, North Carolina; Bryan, Ohio and Mayfield, Kentucky. At Bryan, a battery of four 100" Bag- O -Matic presses, currently the world's largest, were installed, increasing the daily production of off- the -road 'giant' tires by 100 %. The installations at Charlotte will provide early in 1969 an increase of 25% in production. There were many highlights during 1968 as our tires, again demonstrating their engineering and design ex- cellence, met the customers' requirements for safety and performance in every type of transportation service. In the passenger car field, the new Dual S -90 Side- winder, with its unique tread design, earned the same popular acceptance of its predecessor, the Dual 90. As in 1967, the 'Jet Set', the Jet Air II Nylon and Jet Air 11 Rayon, accounted for more than half of our sales in automobile -type tires. Both the Power Jet Nygen and the Jet Trac, high - tread, semi -lug drive wheel tire, were widely acclaimed —and used — by truck operators. Attesting to their 17 Tire Division (CONTINUED) performance, customers' statistics showed these tires outran similar competitive tires by 49% in mileage. Undoubtedly the most important technical achieve- ment of 1968 was the finalizing of research and de- velopment effort by our scientists and engineers on new tires for 1969. This culminates years of work on new materials, rubber and fibers; new designs, new con- struction technology, and new methods of production. After extensive highway and laboratory tests, pas- senger car belted bias tires featuring two polyester body plies plus two fiberglass belt plies under the tread area are ready for 1969 production. These all -new tires, known as the Belted Jumbo 780 and Belted Jumbo 700, provide the modern tire styling appearance of wide low lines with improved traction and skid resistance plus increased durability and wear. Another new belted bias tire is the GTW. The con- struction of this tire, already in production, is designed with two nylon body plies plus two fiberglass belt plies under the tread area. The Jet Radan, featuring radial ply construction, was in production late in 1968. This tire required an entirely different concept of compounding and build- ing techniques to attain the successful performance it is providing U.S. motorists. Many of the leading U.S. trucks, like the International Harvester Transtar, roll on General Tire's Power Jet tires for highway duty. 18 Combining soft ride, top mileage and safety, General's Jet Air II earned a wide acclaim from "on -the go" motorists in the U.S. With these new tires, we have enhanced our position with the new car manufacturers for their original equip- ment needs, and also are in a front- running position to meet the safety, design, traction, riding quality and appearance requirements of the replacement market. Other 1968 Tire Division highlights were: • The Jet Trac, drive wheel truck tire, and its great running mate, the Power Jet, are now entirely in Nygen construction with improved heat resistant body ply compounds to assure outstanding over - the -road service. • N.D. Lugger, primarily designed as an off - the -road tire, has been reclassified for highway service. The in- service records on heavy -duty dump trucks and transit mixers proved its dual capability. • Industrial pneumatic tire sales were up almost 25 %, reflecting the growing use of tire- equipped ve- hicles in the recreation field. Because of demand, boat trailer tires are now being supplied with white sidewalls. • A centralized 80,000 square -foot warehouse to service the Kansas City and St. Louis sales divisions was activated in July in North Kansas City, Mo. • A million - dollar addition was completed at our Tire Test Center to house additional equipment. Also, a new half - million dollar Experimental Testing Labora- tory was equipped with more sophisticated testing apparatus, enabling more basic studies in tire research to enhance our ability to predict tire performance on a transportation vehicle. • Also, to meet many of the new test requirements on today's tires, an additional third heavy -duty lane for truck tire testing was added on the Test Track at Uvalde, Texas. A long -term lease on the total 5,000 - acre Uvalde ranch was acquired to enable us to expand for future testing requirements. • The car care center program at the Allied Stores Corporation locations resulted in sales nearly double those of the first year. Two new centers, at the Jordan Marsh stores in Burlington and Peabody, Massachu- setts, are now operating and plans call for a minimum addition of four new centers in 1969. • In aircraft tires, a new General Tire compound im- proving performance of tires on high -speed military and commercial airplanes resulted in new business and requires the addition of sizes to our aircraft line. • The first F4K Phantom Jet built by McDonnell Douglas for the British Navy was equipped with Gen- eral's wheels and brakes. The Company's beryllium _1 Qy _�' �� - ; � : �• ; Ike: #`� � I� i World's largest bag- o -matic curing presses for production of off- the -road 'giant'tires went 'on stream' at the Bryan, O., plant in 1968 to meet demands in the nation's construction, road - building industries. brakes, which allow important weight reduction in air- craft, were supplied to the military services for un- limited flight tests. • Another expansion of the tire cord manufacturing facilities attheAldora Mills plant in Barnesville, Georgia was completed. An additional cord treating unit was installed and placed into production. Every indication points to continuing growth for the i Tire Division in 1969 and in the future. The tire de- mands in the United States continue to rise with an i ever - increasing number of vehicles moving on tires to fill the nation's transportation, construction and recrea- tional requirements. The Tire Division is geared to the challenge with the finest quality product line backed up by advanced technology in all areas of design, materials and methods of tire building; enlarged manufacturing facilities to build the type and quality of tires for the demand, and with distribution reaching every customer area. Based on these facts, the overall outlook is promising. i oz vanuap u! Js6usy Mau 06Js1 s,ia!=uoJd pus 7!1ojd Tau xe1 -aid pus sanuanaA apeA /o u0}70e 6u!m011s 1JsyJ'epeusJ vospu!M u! Al-MUJ 1e 1!un 1oiluoo laisaw mau `7y6!u uo!loa!a uo uolso8 W AJ-JVNM 10 so!pnls mau ay! NO aslMgoolo palo!dap •8961 angoe us papodai suo!1eJado pa!gsfaA!p!,jOJauag pAy RKO General Division RKO General, Inc., the company's wholly -owned and diversified subsidiary, marked 1968 by the separation of its broadcasting facilities into two distinct divisions: RKO General Radio and RKO General Television. The restructuring of the entertainment segment of RKO General was directed to one primary objective: planned growth in 1969. The new radio and television divisions will operate with separate staffs. In addition, two wholly -owned corporate subsidi- aries were established in 1969 —RKO Radio Represent- atives, Inc. and RKO Television Representatives, Inc. The new units were formed for the sales operations of spot radio and television time, both for RKO General stations and other stations in non - competitive markets. Television programming was strengthened through- out the system. The news staffs at the Boston and Hart- ford stations were expanded. A new format was initiated at the Los Angeles station in which name per- sonalities performed as anchor man on a four -hour pro- gram called "Tempo." One of the brightest sections in RKO's picture for the year was RKO General Radio. The year -end posi- tion of radio properties in ratings, revenues and earn- ings exceeded all prior years in performance. WOR -AM in New York continued to dominate the largest U. S. market and held to its position as the big- gest radio money -maker in the nation. Five other stations — KHJ in Los Angeles, KFRC in San Francisco, WRKO in Boston, CKLW in Windsor, Canada (covering the Detroit market), and WHBQ in Memphis — all moved to the top position in each mar- ket and all scored record -high earnings (see chart). Reason for the dramatic climb was the effective use of modern music and contemporary sound. RKO General's Vumore community antenna TV oper- ations (CATV) closed out the year with 70,000 sub- scribers. The tremendous growth in this business, comparable to the growth of television itself 20 years ago, stimulated RKO into recapitalizing Vumore, chang- ing its name to Cablecom - General and offering its se- curities as an Over - the - Counter stock expected to be traded in early 1969. With fulfillment of the necessary qualifications, Cablecom - General is expected to be traded on the American Stock Exchange later in the year. Video Independent Theatres, Inc., another RKO General subsidiary based in Oklahoma City, reported a fine year in its operation of 125 motion picture theatres in the Southwest. JOHN B. POOR President, RKO General, Inc. During 1968, General Sound, Inc. was established by RKO General as sales agents for the recording and tape duplicating facilities of RKO Sound Studios. Since the acquisition last year of National Tape Service, Inc., this unit has been planning its entry into the tape cartridge and cassette business. Potential major cus- tomers include Capital Records and other major national recording companies. Among its non - entertainment properties and invest- ments, Citadel Industries increased its fleet of river and ocean barges and boats. It recorded a substantial improvement in cash flow in 1968 and foresees a con- tinually improved trend in 1969. Electronics Leasing Corporation, a wholly -owned New York subsidiary, turned in a goad year in its busi- ness of leasing television sets to the leading hotels, motels and hospitals. RKO successfully completed its second full year in the soft drink bottling industry. Operations in Anderson and Muncie, Ind. and Toledo and Bryan, 0. did well, and RKO Bottlers of Memphis, Tenn. was strengthened by the acquisition of the Holly Springs and Dr. Pepper - Seven Up bottling facilities. It was also a year of decisive shoring up for RKO General to counter a declining earnings picture. Two properties were sold: Pittsburgh Outdoor Advertising Company and the Schenectady Union Star. The experi- ment with Zenith in a pilot study of Subscription Tele- vision in Hartford was concluded. The Hartford station, WHCT, began full -time commercial telecasting under RKO General ownership and operation. It is the only ultra high frequency (UHF) station in the country that is operated by the Company. Frontier Airlines, 54% -owned by RKO, continued to experience large expenses in its merger activities with Central Airlines and conversion to jet aircraft, report- ing a deficit at year's end. Steps were immediately taken to restore the regional airline to the profit column. Management has tightened controls on all operating costs. Most encouraging factor pointing to a turn - around at Frontier was the airline's record in revenue passenger miles which were 42% above 1967. RKO General's total revenue for 1968 exceeded $93 million, compared with $87 million in 1967. A series of carefully- constructed plans, for bath the en- tertainment and non - broadcasting segments of RKO General, are directed toward sharply improving the earnings of the division in the year ahead. American astronauts opened a new era for mankind in their December, 1968 orbiting of the moon. Aero- jet's Service Propulsion System engine powers Apollo spacecrafts in flight. At left, engineers are mating , the thrust chamber to the nozzle for its space operation. At right, Apollo flies to its mission in orbit. 22 Aerojet- General Division Aerojet - General, the 85% -owned subsidiary of General Tire which is primarily involved with advanced technologies in a wide range of diverse fields, reported increased sales and earnings in 1968. Sales were $444,803,000, up from $443,804,000 in 1967. Earnings totaled $7,448,000 compared with a deficit of $10,246,000 a year ago. While earnings turned sharply upward, the company embarked on a number of new ventures which poten- tially are very important contributors to sales and earnings in future years. The most significant activity was the establishment of a new division to concentrate on developing high speed vessels capable of operating over both land and water. The vehicles, called surface effects ships, ride on a cushion of air and can carry both personnel and cargo. Although primary interest in the vessels is for military applications, a study relative to their possible commercial use is being made. First major result of the activity is a $1 .5 million con- tract with a joint office of the Navy and Maritime Ad- ministration to design a 100 -ton craft capable of speeds up to 80 knots. The contract holds the potential of substantial additional business. Another new group, called Black Watch, was estab- lished during the year to organize all of the company's diverse capabilities in ballistic missile defense into one cohesive sales and engineering task force. Rocket propulsion — solid, liquid and nuclear — continued to account for approximately 50% of the company's total sales. The outstanding achievement of the year, and in- deed of the 26 years since the company was started, was the on -time delivery and magnificently successful operation of the Service Propulsion System (SPS) en- gine for the Apollo 8 spacecraft. The SPS engine, a rich concentration of the skills acquired by the company during its quarter century of rocket propulsion leadership, was the engineering hero when the Apollo 8 astronauts performed man's first moon orbit in December of 1968. The engine was re- quired to fire with total precision to place the space- craft into orbit around the moon. It was the only method of propulsion available for the astronauts to escape the moon's gravity and start the long journey home. Earlier flights during 1968 in Apollo 6 and 7 had confirmed the operating design of the engine. R. I. McKENZIE President, Aerojet- General Corporation Aerojet's SPS engine will again play a major role in 1969 Apollo flights intended to land man for the first time on the moon. During the year, good progress was recorded for NERVA, the nation's only nuclear- powered rocket en- gine under development. A prototype ground -test model of the NERVA sys- tem, which is designed for use as an upper stage for deep space missions of the future, underwent a full power test of more than an hour. A series of what are called "cold- flow" tests (with- out a nuclear reactor) were held late in the year with a version of the NERVA engine closer to the type that would be used for flights. Another highly successful test was the first flight of the new Minuteman III, for which Aerojet produced both the second and third stage propulsion systems. The company had produced only the second -stage pro- pulsion on earlier versions of this land -based intercon- tinental ballistic missile. Among other major 1968 developments: • Aerojet's liquid fuel engines for the Titan III and Delta upper stage helped place various satellites into orbit throughout the year. A new solid propellant motor was flown for the first time with INTELSAT communi- cations satellites to position them in the proper orbit after launch. A first flight was successful with Aerobee 170, newest version in the family of sounding rockets. • In 1968, electronics and ordnance activities each accounted for about 20% of sales. An unmanned space technology program for the Air Force was expanded by $33 million, bringing the total to $93 million. This program utilizes the new $4.4 million space simulation and microelectronics production complex which was dedicated during the year, extending the company's capabilities in the electronics field. • Significant progress was made with new methods of fabrication and assembly for infrared night- viewing detectors and for modular assembly of microelectric aircraft radio receivers. • A $4.1 million contract for development of two models of an underwater personnel carrier gave new impetus to the firm's underseas systems activities. • Ground was broken in Morocco for a communica- tions station capable of transmitting and receiving messages via satellite. It is the first such venture for Aerojet and the first station of its kind in Africa. 23 Aerojet- General Division (CONTINUED) • Production of sophisticated ordnance items con- tinued through the year, as well as research and development into new areas at the company's ordnance facilities in California and Arkansas. • An agreement was completed with Litton Industries to help define requirements for a new destroyer fleet proposed by the Navy. Aerojet is responsible for estab- lishing requirements for the ships' control system and integrated information system. • A facility under construction in Lowell, Mass. is intended to liquify natural gas, store it at low tempera- tures during warmer weather, and then convert it back to gas to serve the New England area during peak winter periods. NERVA, only U.S. nuclear - powered engine, passed'cold £low'test at Jackass Flats, Nev. Sophisticated 'hot' test firing is set for 1969. 24 Automated assembly lines speed production of ordnance items for military use at Aerojet's Batesville operations in Camden, Ark. • High volume production continued on the Mark 46 torpedo which utilizes advanced electronics systems. A $12 million contract in 1968 brought manufacturing awards for the torpedo to in excess of $230 million. • An area of new business developed with the receipt of two contracts from United Air Lines for engineering of baggage handling systems — one at San Francisco Airport, the other at Chicago's O'Hare Field. • Aerojet's Space Division announced a new auto- mated system of testing blood samples to diagnose syphillis. Called the SeroMatic System, it is capable of performing 200 tests a day compared with the usual 40. • The successful completion of the conceptual design of an atomic power source for artificial hearts led to a contract from the National Heart Institute to fabricate and test what is called a "breadboard model." Ultimate goal is the development of a device which would be implanted in the abdominal cavity to provide pumping power to an artificial heart. • The Environmental Systems Division successfully utilized aerospace techniques to combat down -to -earth problems. Contracts awarded included work in the fields of waste management, water processing and pollution control. • In the area of commercial aviation, fabrication of the landing gear for the Boeing 747 jumbo jet con- tinued and work began on sections for the Boeing Supersonic Transport. • Aerojet- General International, a company subsidi- ary, negotiated license agreements in Japan, France, Italy and England, primarily for use of Aerojet's patents and technologies in Hawk and Sparrow missile sys- tems. During the year, automated materials - handling work expanded at Bristol Aerojet of England. Its return to the profit column combined with a series of major contracts and achievements, topped by the triumph of the Apollo 8 engine, proved quite conclus- ively the vitality, resilience, flexibility and, above all, the sustained technological maturity of Aerojet - General. The basic ingredients of these characteristics, in- grained in the company when it was founded more than a quarter of a century ago, were the source of its strength during the flourishing years and its con- tinued viability during the lean years. Management is confident that this innate strength will move Aerojet further into the vanguard in the im- mediate years ahead. Major Activities at Aerojet There were many significant achievements for Aerojet in di- versified technologies during 1968. Some of the highlights: AEROSPACE APOLLO —The world watched and waited in December as Aerojet's engine placed the Apollo 8 astronauts in orbit around the moon and then brought them safely home. Earlier, during the fiscal year, the Aerojet engine performed precisely on Apollos 6 and 7. Production also began on advanced lightweight pro- pellant tanks for the ascent engine of the Apollo Lunar Module to be used in moon exploration. AIR FORCE SPACE PROGRAM —A major contract with the U.S. Air Force for research and development on an unmanned space technology program was increased $33 million, bringing the total value to $93 million. TITAN III -C— Production of the first, second and third stage liquid propellant engines of the Air Force standard space booster continued. In stellar performances, two Titan III -Cs placed a series of Department of Defense satellites into high earth - orbits. DELTA —The second -stage Delta, in production for 10 years, extended its prominent role in space with six launches in fiscal 1968. The basic vehicle for a variety of weather, astronomical and exploratory earth satellites, Delta also has the major task of orbiting INTELSAT communications satellites. RESEARCH ROCKETS — Aerojet, the largest producer of re- search rockets and supporting sub - systems in the country, intro- duced and successfully flew the Aerobes 170. During the year, 51 Aerobees and 27 NIRO rockets were flown. MILITARY MINUTEMAN III — A milestone in Aerojet's rocket technology was the successful first flight of the Air Force's Minuteman III missile. Second and third stage propulsion systems developed and produced by Aerojet operated successfully in the initial flight of the nation's newest, land -based ICBM system. MARK 46 TORPEDO — High volume production of the U.S. Navy Mark 46 torpedo, an advanced anti- submarine weapon, moved into the third year with the award of a $12 million con- tract for advanced versions. The total manufacturing awards for Mark 46 now exceed $230 million. UNDERWATER PERSONNEL CARRIER —Award of a $4.1 mil- lion U.S. Navy contract for development of two models of a new underwater personnel carrier gave new impetus to Aerojet's undersea systems activities. MARK 56 MINE —Full production of the Navy's newest mine, the Mark 56, began. Aerojet is producing the Navy mine system under a four -year contract awarded in 1967. ORDNANCE —Mass production of ordnance equipment and research and development of new items continued in 1968. OPTICS — Development of a unique test and evaluation facility for lenses, image tubes and low light level systems was com- pleted by Aerojet Delft, which delivered hardware to the Army's Night Vision Laboratory at Fort Belvoir, Virginia; produced a night telescope, one of the largest of Its kind in the world, for the U.S. Navy, and continued production of aerial reconnaissance lenses for the U.S. Air Force. NUCLEAR NERVA —Major progress was recorded in development of NERVA, the nation's only nuclear powered rocket engine. A prototype ground test model was successfully tested, and an advanced version underwent "cold flow" test prior to a "hot" firing in 1969. NEUTRON RADIOGRAPHY — Completion of a large commercial neutron radiography facility provides non - destructive testing in- spection of materials for Aerojet and other firms. EBR -11 PROGRAM — In an industrial first, uranium alloy sodium - bonded fuel elements were fabricated by Aerojet for the EBR -II (Experimental Breeder Reactor) program. SNAP -8 —An all time high in testing hours was recorded on SNAP -8, the largest space power generating system currently under development. The 35,000 -watt system converts nuclear energy to electricity. WASTE HANDLING —Opening the door to a solution of im. portant waste handling problems confronting the power reactor industry, Aerojet's affiliate, Idaho Nuclear Corporation, converted highly radioactive liquid wastes to a safer solid form on a pro- duction basis for the first time anywhere in the free world. The production -scale run shows that the process is applicable to a variety of nuclear waste problems. ELECTRONICS INFRARED —Under contract to the U.S. Air Force, develop- ment and fabrication was initiated on a flight -safe Infrared subsystem for the Advanced Manned Strategic Aircraft. A long - wave length Infrared mosaic terminal guidance system study is to meet future requirements for an advanced airborne guided - weapons system under sponsorship of the Navy. MICROWAVE SYSTEMS — Contracts were won to develop a microwave reconnaissance system for the U.S. Air Force, and to conduct radiometric investigations of snow packs for the Depart- ment of the Interior to develop a radiometry system for use with aircraft and satellites to better manage water resources. RADIOMETRY RECEIVERS — Aerojet continued Its leadership in microwave radiometry technology by developing the first 60 GHz, solid state, radiometric receiver. The receiver has applica- tions in weather forecasting, spacecraft control, inter - satellite communications and short range, Interference -free, point -to -point surface communications. INDUSTRY/ COMMERCE WATER PURIFICATION —A single pass membrane for the de- salination of sea water by reverse osmosis was developed and Is under test for the Office of Saline Water, Department of the Interior. WASTE MANAGEMENT —Under contract to the Kansas City Metropolitan Region Planning Commission, Aerojet began de- veloping a computer program for solid waste management opti- mization. A pilot study of Sacramento, California, sewers, under contract to the Federal Water Pollution Control Administration, aims to develop alternative systems for handling liquid waste in areas where storm runoff uses sewer lines. PNEUMATIC TRANSPORT SYSTEM —A dual version of the Pneumatic Transport System for refuse and soiled linen hand- ling, the first to be installed in the United States, was designed for the new Martin Luther King Memorial Hospital under con- struction in the Watts area of Los Angeles. AIR POLLUTION — Work began on an incinerator systems eval- uation for the National Air Pollution Control Administration. The study is aimed at determining an optimum system for using refuse as a low sulfur fuel for power generation. An evaluation of the technology and economics of removing sulfur dioxide from the flue gases is also underway to develop new aqueous processes to solve the problem. WATTS MANUFACTURING —A contract to make glove boxes for General Motors cars was the highlight of attempts to divers- ify by this new generation company, which provides employment for the unskilled in the ghetto. MATERIALS HANDLING —Two major contracts from United Air Lines called for engineering of a baggage handling system for the San Francisco International Airport and a high capacity transfer baggage sorter for O'Hare Field in Chicago. Other work Is being done on handling the U.S. mail, for delivery services and major merchandise centers. RESOURCE MANAGEMENT —A cryogenic facility is currently under construction in Lowell, Massachusetts, for the Lowell Gas Company. The facility will liquefy natural gas, store it at a low temperature and regasify it as needed to serve the New England area during winter peak periods. COMMUNICATIONS SATELLITE TRANSMISSION — Construction was begun on the first earth station for satellite communications to be built in Africa. When completed, the station will enable Morocco to com- municate via satellite with America, Africa and part of the Mid- dle East and Asia. 1 25 As a major developer of fiberglass reinforced plastics components, General Tire's ChemicallPlastics di- vision has made important breakthroughs in design and production capabilities for automotive and other , industrial uses. Some of the products, made in shapes and forms for customer needs, are shown above. 26 Chemical /Plastics Division General Tire's Chemical /Plastics Division reported 1968 sales and earnings at the highest level in its history, crowning a five -year period in which volume almost doubled and pre -tax profits more than doubled. The major markets served by the Division —the home furnishings and institutional markets, the trans- portation and fashion industries, and the world of sports and recreation —enjoyed a prosperous year. The division's largest single area of business — the home furnishings and institutional markets — manu- factures such products as foam for cushioning and mattresses, upholstery materials, rug underlay, wall coverings, food services equipment and hospital and patient care items. The next largest area of Chemical /Plastics sales was derived this past year from the transportation industry. As one of the largest suppliers of upholstery and interior trim material to the automotive industry, the Division provided a wide range of highly -engi- neered products for automobiles, trucks and buses as well as aircraft. A substantial percentage of plastics sales was de- rived from the fashion industry through such products as footwear, apparel, handbags and luggage. Footwear volume doubled in the past five years, primarily by increasing the output of exterior shoe materials while continuing to produce interior materials. The constantly- increasing leisure industry was a growing contributor to the Division's plastics sales and a minimal percentage was derived from government business. Volume and earnings from our products for sports and recreation showed dramatic improvement in the past few years. In the recreation market category, sales to the marine industry for color- coordinated decking, upholstery and shipside materials tripled in the last five years. From practically every vantage point, it was for the Chemical /Plastics Division a year of activity, progress and achievement. Among the more significant developments: • A new backing material was introduced for the Division's rug underlay business which has experienced unusual growth with the wide acceptance of tufted carpets in the residential and institutional market. The backing, which is called Fastbac by General, provides improved stability, tensile and tear strength and better installation characteristics. SAM SALEM President, Chemical/ Plastics Division • The Division's reputation as marketing, technology and producton leader in the urethane foam business was enhanced as this area of activity grew dramatically with the supplying of foam mattress requirements on a national basis to major U.S. bedding manufacturers. • Counting most of the nation's largest furniture manufacturers as customers, the vinyl upholstery unit of the Division maintained its long- standing styling reputation through the introduction of new uphol- stery effects including such soft vinyl formulations as "Scala" and "Soft and Sleek" to meet the new trends in tufted furniture, especially directed to the growing leisure room market. Improved materials were intro- duced to the dinette - manufacturing market during 1968 with new vinyl- coated fabrics especially created for this growing market. • The Contract Merchandising Group completed the establishment of national distribution for its line of Genon wallcovering for hotel, motel, commercial and construction markets and Fashon vinyl wallcovering for retail markets. Some 15,000 Genon sample books were provided architects, engineers, contractors and distributors. Fashon materials will be offered to con- sumers through 30,000 paint - wallpaper and interior supply stores throughout the country. • As safety increasingly became the hallmark of auto- motive styling and engineering, the Division stepped up its output of foam components such as head rests and crash padding. Both safety and cost considerations stimulated Detroit to convert from non - structural metal parts to rigid plastics. This was among the reasons why the Chemical /Plastics Division acquired during the year some 150,000 square feet of rigid plastics facili- ties in Newcomerstown, 0. • Fiberglass reinforced plastics components con- tinued to provide a substantial amount of business for the Division during the year. Hood air scoops produced from this material were supplied to Detroit for some of the 1969 sports models. Body parts were manu- factured for all- fiberglass automobiles. Extensive tests have proven the safety superiority of plastics. Once a satisfactory surface appearance at a reasonable cost can be obtained with fiberglass reinforced plastics materials, their future is assured with Detroit. General Tire's unique fiberglass- reinforced plastics capabilities place it as a forerunner in achieving this important breakthrough. 27 Chemical/Plastics Division (CONTINUED) • A completely new line of patient care items intro- duced for the home and hospital met with excellent accepance. A new line of semi - disposable hospital products is now being prepared for introduction. • The extensive Food Service Equipment line was expanded to include a new line of dish racks and a highly - styled stackable baby seat, both of which re- ceived good customer acceptance. • The Division's Nautolex line of marine vinyls con- tinued to enjoy booming business throughout the year, triggered by both the increased sales of pleasure boats and wide acceptance of General's concept of total interior decor of color- coordinated decking, upholstery and shipside materials. In 1968, a new vinyl flooring line for marine interiors called Seafarer was launched. The year's success was highlighted by the fact that at least 80% of the boats at the National Boat Show displayed interior trim produced by General Tire. • Leather -like materials for garments developed into the style leader in 1968. In response, a leather -look vinyl called "Sauvage;' was created by General Tire for outerwear for women, girls, men and boys. Polyfoam material, produced to many shapes and forms at Marion, fills vital cushioning and safety roll in today's new automobiles. 28 This ChemicallPlastics Division facility in Newcomerstown. O., acquired in 1968, produces rigid plastics and extruded materials. • An extensive program in the luggage industry was initiated, aided by the resurgence of "softside" lug- gage. The Division's experience and diversification of manufacturing facilities enabled it to provide the in- dustry with all qualities of vinyl required. • Although the footwear industry was slow in 1968, General Tire's participation in it was active, with volume doubling over the past five years. Originally starting with interior shoe materials, the Chemical/ Plastics Division moved into exterior shoe materials which this past year accounted for an increasing share of the business. Styling and technology continued at a high level with such products as Buccaneer, the 1968 favorite of the footwear trade, and Velvin. The biggest single area of growth was in boots which grew steadily in popularity with American women. Backed up by the technological and aesthetic know -how of the Central Styling Group, General Tire was in 1968 the major supplier of vinyl- coated fabrics for women's boots. • It was a year for expansion for plant and equipment throughout the Division. Vinyl calendering and finish- ing operations at Jeannette, Pa. and Columbus, Miss. were expanded and modernized. New blow - molding facilities were installed at the Bolta facilities in Law- rence, Mass., increasing the Division's capabilities for the production of patient care and food service items. Bolta also saw the installation of two -color embossing equipment to increase the styling effects of vinyls and new mixing equipment. Giant, new presses were in- stalled at the Marion, Ind., plant to increase its molding capacity for its many customers. • The segment of the Chemical /Plastics Division devoted to the production of chemicals recorded an excellent sales and profit year. All four plants — Mog- adore and Ashtabula, O. and Odessa and Borger, Texas — scored good production increases over 1967. Latex continued as the fastest - growing product. Both sales and earnings for the Division's chemical activities in- creased over 1967. Facilities modernized at Ashtabula will result in an increase in the production capacity of polyvinyl chloride (PVC). The new Technical Center which opened in 1967 reported a successful first year servicing technical areas for the Division. An underlying reason for the success year- after- year of General's Chemical /Plastics Division has been its ability to create new products and processes. New areas it is exploring at year's end and into 1969 with more than casual interest are the exceedingly promis- ing realms of disposable and non - disposable goods, various extensions of the case goods market, better synthetic shoe upper materials, new areas for rigid plastics, expanded opportunities in vinyl -to -wood and laminated materials, as well as new and more versatile vinyls, foams and synthetics. The theme behind most of the new directions being taken by the Division is the movement towards man- made products away from natural products. In some cases, it is a shortage of materials or man- power. This is particularly true of wood products where frequently there is not available the pool of skilled craftsmen to work on teekwoods, rosewoods, walnuts or any special wood desired. In still other cases, it is a matter of sheer preference. Many consumers want nothing but vinyl materials in the hard -wear areas of the home, such as kitchens, General's vinyl wallcoverings, established nationally in 1968, were sold to institutions as "Genon " to consumers as "Fashon." bathrooms, and leisure rooms. An increasingly large number of consumers prefer vinyls in the living areas of the home — dining, living and bedrooms —for dur- ability and quick cleanability in a world dominated by children and animals. And finally, in a growing number of cases, man -made products are selected for their safety characteristics. Foam products can ease automotive impact. For all of these reasons —the shortage of natural materials and skilled manpower, cost, personal prefer- ence and safety — combined with the constant im- provement in attractiveness, man -made products are assured a future of great growth. Thus, with this backdrop favoring synthetics, its own innovative capabilities across a wide sphere and its manufacturing and marketing disciplines, the Chemical /Plastics Division is expected to increase its volume steadily in the years ahead. Producing vinyl upholstery materials for automotive interiors was one of major areas of business in active year for Detroit. 29 Athletic Products Division The year 1968 marked a turning point for the com- pany's Pennsylvania Athletic Products Division with expansion of its markets and introduction of new products. Both sales and earnings increased for the year, and new growth is seen for 1969 and the years ahead as Americans experience increased leisure time. To take advantage of the booming leisure industry, the company entered two new markets — bicycles and exercise equipment — and introduced two new prod- ucts — golf balls and a golf cart accessory. The GTR bicycles —hi- risers, lightweights and coast- ing models — are being sold by over 200 independent United States dealers. Distribution for the new solid core Double "G" golf balls was launched nationwide. The Cart -o- meter, a golf cart accessory, aids golfers to measure distances. A complete line of exercise equipment, for individ- uals and institutions, was unveiled during the year. The Division's traditional line of sports and recrea- tional products— tennis balls, footballs, basketballs, volley balls, soccer balls, tennis racquets, water skis and golf bags — continued strong. Still the world's leader in the production of tennis balls, General mer- chandised them under the Pennsylvania label as well as supplied major private brands' customers. For the growing youth market, Pennsylvania Athletic Products in- troduced its new GTR bicycle line as a highlight in 1968 business. 30 Byers Operations The A. M. Byers Company reported sales in 1968 off 4% from 1967 but profit was up from $1,170,489, or 88� per share in 1967 to $1,470,313, or $1.11 per share, in 1968. Sales were $33,048,088 in 1968 com- pared with $34,305,720 the year previous. Galis Manufacturing Company and Missouri - Rogers Corporation, subsidiaries, were merged into the parent company and now operate as divisions of Byers. Byers purchased 80% of the outstanding capital stock of Transmission Products, Inc. of Columbus, O. Its mining machinery products will be marketed through the Galis Manufacturing Division, which registered an- other profitable performance in 1968. For the second consecutive year, the Metals Divi- sion operated at a loss although cost reduction and control programs improved the situation over 1967. The Investment Portfolio again contributed substan- tially to earnings although at a lower rate than 1967. Dividends declared during fiscal 1968 totaled 45� per share, equalling 1967. With continually climbing costs and uncertain mar- keting situations, A. M. Byers views 1969 as a period for pursuing a course of action which will increase the prospects for the successful divisions and improve the positions of the less successful. Galls Manufacturing is well -known for its mining equipment. Its roof drills, built at Fairmont, W. Va., are widely used by miners.' industrial Products Division Reflecting its strong position in the automotive and appliance industries, the Company's Industrial Prod- ucts Division in 1968 recorded by a substantial margin the highest sales and earnings in its history. Growth was the dominant factor in the Division's operations throughout the year. Employment of the Division, including the plants at Wabash, Peru, Logansport, Evansville, Indiana, and Ft. Smith, Arkansas, increased by 27 %. Employment at the headquarter plant in Wabash alone increased from 1,500 to 2,145 in a 90 -day period. A sharply increased penetration of the market and engineering acceptance of Gen -X -Cell, extruded sponge used for sealing purposes by the automotive industry, accounted for expansion of this product line far beyond the most optimistic projections. The Industrial Products Division is a business of multiple bits and pieces. During the year the Division shipped in excess of a half billon of these pieces. The Division is essentially an automotive parts sup- plier. And, compared to the automotive manufacturers' increase in production of 19% in 1968, the General Tire operation showed a 22% sales gain in this area. Every domestic passenger car line produced by all United States automobile manufacturers uses parts supplied by this General Tire Division. All automotive product lines, door and window wea- ther seals, deck lid seals, trim, glass channel, belt strips, vibration isolators, hydraulic brake components, etc., played dominant parts in the Division's tremen- dous growth pattern. This growth is rapidly pointing up the need for addi- tional equipment and floor space at Wabash. The pro- gram to better balance its expanded volume includes the moving of a portion of its extruded rubber and metal, and flocked parts from Wabash to Logansport. Expansion is definitely programmed for 1969. The biggest new product breakthrough during the year was in automobile air conditioning controls. The Division is producing a vacuum - control system part for the automotive industry. The part consists of multiple tubes of various lengths, linked together by connectors and bands. The tubes, color -coded to aid proper molding of the linking parts and to facilitate the proper connections at the point of automobile as- sembly, are manufactured and assembled into har- nesses at the Evansville plant. HOWARD C. SOMMER President, Industrial Products Division The system is powered from the vacuum generated by the car engine and controls the air conditioner. The Division has enlarged its bridge expansion joint program to the extent it now has expansion joints to handle all types of bridge movements. General Tire has developed a concrete highway seal, a steel spring encased in a rubber jacket, to solve the control joint sealant problem for highway engineers. As part of its program of diversification, the Division will be a major supplier of sealing rings and launch tube pads for the Navy's new Poseidon submarine mis- sile program. Also, engine compartment insulation is being provided for the newest Minuteman missile. In 1969, the Division expects further substantial sales growth, even though no significant change is forecast for domestic automotive production. In addi- tion to this decisive automotive sales growth, other mar- kets are being worked just as aggressively and healthy gains are being made in the highway, farm equipment, marine and power transmission fields. Increased penetration of existing markets, develop- ment of new product lines and expansion of current facilities are all a part of the projection for still another record - setting year in sales and earnings in 1969. Color -coded polyvinyl tubes are assembled in Evansville to form vacuum systems that control air conditioners in new automobiles. 31 General Tire international Dedicated primarily to product development for the tire needs of the big European and related markets, General Tire International's European Tire Development facilities are now consolidated in Torino area. Overall non - consolidated sales and profits of our foreign affiliates were the highest in the history of our international operations. Production, sales and profits continued at growth rates substantially higher than those of the domestic tire industry. Dividends and fees received from overseas and re- ported profits for General Tire International also set new records during 1968. The ratio of earnings to sales of our foreign affili- ates substantially exceeded that of the domestic rub- ber industry and ratios of return on equity and assets employed also compared favorably. Production and sales were at all time highs in CHILE, ECUADOR, IRAN, MEXICO, MOROCCO, POR- TUGAL, SOUTH AFRICA, SPAIN and VENEZUELA. Overall tonnage produced reflected a big growth in sales of non -tire products. Exports from the United States continued at about previous levels. Exports from foreign plants to their related market areas were more than double those in 1967. This included substantial exports of special type tires to the United States. Expansion and diversification of our overseas oper- ations continued in 1968. 32 • CHILE is presently completing a major expansion of their tire and industrial belting production facilities. A new nylon spinning plant, which can be converted to polyester, will go into production in 1969. This pro- gram will make Chile the largest rubber manufacturer in the Andean group of Latin America Free Trade coun- tries and the principal producer of industrial belting and nylon tire cord in that area. As a result of Chile's diversification, some 50% of their sales and profits are now derived from products other than tires. • In MEXICO, a new plant site in San Luis Potosi was acquired and plans call for the second Mexican plant to go into production of tires, tubes, batteries and other products in 1970 -71 to serve the market in northern Mexico. • PORTUGAL moved in 1968 into their new and en- larged facilities for the manufacture of tires, tubes, mechanical rubber and plastics products and tire cord. • The new factory in ANGOLA, a joint venture with MABOR, our Portuguese associate, reached capacity production in 1968. • During the year, General Tire, SOUTH AFRICA, acquired Pigott, Maskew and Company, Ltd., a multi - plant manufacturer of industrial rubber and plastics products for the mining and construction industries. • ECUADOR, IRAN and SPAIN are also completing major expansion and diversification of their manufac- turing facilities. ANGOLA, MOROCCO, SOUTH AFRICA and SPAIN have scheduled further expansions for completion in 1969 -70. • Overall production and sales of our Technical Ser- vice associates, CEAT in Italy; FATE in Argentina, TOYO in Japan, and METZELER in Germany were at record highs in 1968. They are all presently expanding their production facilities. • General's European Tire Development facilities, dedicated primarily to product development for Euro- pean and related markets, were consolidated during the year at the plant site of our associate, CEAT, in Torino, Italy. • During the year, a joint venture was finalized with the National Development Corporation of TANZANIA for a tire manufacturing plant to be built in Arusha to supply the East African Common Market. Start -up is planned for 1970-71. • In cooperation with The General Tire & Rubber Company of MOROCCO, construction was started in 1968 on one of the first Earth Stations for Satellite Communications to be built on the African continent. The station is being built by a company jointly owned by Aerojet - General and the Government of Morocco. Radial tires, an important factor in overseas mar- kets, are now being produced by our affiliates and as- sociates in Argentina, Germany, Italy, Japan, Morocco, Portugal, South Africa and Spain. All overseas plants are programming radial tire production to meet the de- veloping market demands. In line with the more rapid growth of automotive sales and registrations in overseas markets, produc- tion and sales of General tires in these markets con- tinue at a higher growth rate than that of the United States tire industry. It is significant, as related to the U.S. balance of payments objectives, that our overseas expansion and diversification is largely financed with funds generated and borrowed overseas. As has long been true, these operations continue to increase their productive con- tribution to their national economies in the form of local disbursements for wages, goods and services, taxes and dividends. Future plans and programs are geared to continuing expansion, diversification and profitability of our In- ternational operations. JOSEPH W.FOSS President, General Tire International International Subsidiaries and Affiliated Operations ANGOLA, LUANDA: Manufacture Angolans de Borracha S.A.R.L.: Tires and Tubes 'ARGENTINA, BUENOS AIRES: FATE S.A.I.C.I.: Tires and Tubes ARGENTINA, BUENOS AIRES: Neumaticos General Argentina S.A.I.C.: Tires and Tubes CANADA, TORONTO, ONTARIO: The General Tire & Rubber Company of Canada, Ltd.: Tires and Tubes CANADA, WELLAND, ONTARIO: Mansfield- Denman General, Ltd.: Industrial Rubber and Plastics Products CANADA, BARRIE, ONTARIO: Mansfield- Denman General, Ltd.: Tires and Tubes CHILE, SANTIAGO: Industria Nacional de Neumaticos S.A.: Tires, Tubes, Plastics, and Industrial Products ECUADOR, CUENCA: Ecuadorian Rubber Company C.A.: Tires, Tubes, Industrial Rubber Products, and Rubber Plantation 'GERMANY, MUNICH: Metzeler AG: Tires and Tubes and In- dustrial rubber products 'GUATEMALA, GUATEMALA CITY: Gran Industria de Neuma- ticos Centroamericana, S.A.: Tires and Tubes IRAN, TEHRAN: The General Tire & Rubber Company of Iran: Tires and Tubes *ITALY, TORINO: CEAT S.p.A.: Tires and Tubes, also produced in Bombay, India ITALY, TORINO: General Tire International Co.: European Tire Development Center *JAPAN, OSAKA: The Toyo Rubber Industries Company, Ltd.: Tires, Tubes, and Industrial Rubber Products MEXICO, MEXICO CITY: General Popo, S.A.: Tires, Tubes, Batteries and Rubber Products MOROCCO, CASABLANCA: The General Tire and Rubber Co. of Morocco: Tires and Tubes PAKISTAN, KARACHI: The General Tyre & Rubber Company of Pakistan Ltd.: Tires and Tubes PORTUGAL, LOUSADO: Manufacture Naclonal de Borracha S.A.R.L.: Tires, Tubes and Industrial rubber products PORTUGAL, LOUSADO: Industria Textil do Ave., S.A.R.L.: Textiles and Cord fabrics PORTUGAL, LOUSADO: MABOR Plastics Division: Industrial Rubber Products, Urethane Foam SOUTH AFRICA, JOHANNESBURG: Pigott, Maskew & Com- pany, Ltd.: Industrial Rubber and Plastics Products (affiliated with General -South Africa) SOUTH AFRICA, PORT ELIZABETH: The General Tire & Rubber Co. (South Africa) Ltd.: Tires, Tubes, and Industrial Rubber Products SPAIN, TORRELAVEGA and PUENTE SAN MIGUEL: General Fabrics Espanola del Caucho, S.A.: Tires, Tubes, and Industrial Rubber Products VENEZUELA, CARACAS: C. A. Nacional Manufacturer de Cau- cho y Neumaticos GENERAL: Tires, Tubes, and Battery Boxes VENEZUELA, VALENCIA: Fabrics Nacional de Recuperacion, C. A.: Reclaim Rubber VENEZUELA, VALENCIA: C. A. de Productos Naclonales GENERAL: Flooring, Urethane and Polystyrene foam 'Technical Service Affiliation 33 Research and Development The Corporate Research and Development Depart- ment of General Tire focused its attention during 1968 on advanced rubber and plastics technology to increase the company's capabilities in the development of a wide range of new products and processes for greater company -wide sales and earnings. Major R & D developments for the year included: • A dramatic advance in urethane technology, called "integral skin foam," was developed for automotive crash pads, head rests, seat cushions and other safety components. Comprised of foam ingredients poured into a mold where an extremely durable skin is formed, the finished product is basically highly - resilient cush- ioning foam which has been provided texture and styl- ing from the mold surface. • In line with the Federal safety requirement that self- extinguishing thermo - plastics components be used in the construction of aircraft, the company's Boltaron line of rigids passed flame exposure and flameout tests for overhead racks, seat backs and other aircraft in- terior trim components. Studies were undertaken and will continue in 1969 to improve the fire- and smoke - reduction characteristics of plastic compositions for the aircraft, automotive and building industries. • Fundamental research on the flow properties of pigment -latex coating systems resulted during the year in improved versions of latex binders for the rug - backing industry. R & D's dedication to coating applications was reflected in the acquisition of a new laboratory coating machine which is capable of con- tinuous process water- or solvent -based coatings on paper, textile or vinyl roll goods. • In the field of coatings for the paper and boxboard industries, a great step forward was made by the de- velopment of a color - stable latex which is of consider- able importance to our competitive position. • Fundamental studies on rubber compounding tech- nology, cord adhesion, tire abrasion and skid resistance continued through the year at a strong pace. A tire test trailer designed to give meaningful abrasion results at short mileages became operational, using a radiotracer technique to measure wear of tires. Mathematical models to predict how tires will perform in use were evaluated and will continue to be studied in 1969. New combinations of fibers, rubber and compounding for the best possible performance of belted bias tires were studied and tested. 34 General Tire's Research and Development scientists here evaluate coatings for vinyls, textiles and paper for end -use applications. • R & D in fiberglass reinforced plastics in 1968 was directed towards new Genite processes for manu- facture of automotive and appliance components. The two major processes —sheet and bulk molding —offer great potential advantages in providing smoother sur- faces to automobile and home appliance parts without the need for surface sanding. • Studies continued in R &D Materials Research sec- tion on the next generation of fiberglass reinforced plastics products. Fiber composites are being tested to determine failure mechanisms when the materials are subjected to heavy cyclical loads. • The continued search for comfortable, "breath- able" vinyl materials in both hot and cold weather stimulated a two -year study by General Tire, using the company's drivers for the tire test fleet at the Uvalde, Texas testing track. Among the conclusions: definite correlation between certain laboratory tests and the actual comfort rating of seating materials. • To maintain the company's leadership in the field of Silentbloc bushings, the vibration insulators for auto- mobiles and trucks, R & D studied their dynamic prop- erties and mechanism of failure, resulting in significant improvements in the fatigue life of the bushings. • R & D acquired during the year a high speed dy- namic testing apparatus for measuring the properties of rubber over a wide range of force and displacement. The apparatus is large enough to test full -sized prod- ucts, such as a complete tire. To stimulate engineering innovation, General Tire in 1968 started the first of what will be an annual event spotlighting the importance of patents to the company. To implement the new company -wide Patent Award plan, inventors were personally honored with presenta- tion of their Letters Patent at the Annual R &D Confer- ence. One of these patents covers the use of Freon in polyester urethane foams, which is widely licensed for use as refrigeration insulation. At year's end, Corporate Research and Development was restructured so that personnel involved in short - and intermediate -term projects for a company division were transferred to the technical staff of that division. Under this new plan, Corporate Research and Devel- opment will concentrate in 1969 and the years ahead on longer -term research and engineering projects and on advanced exploratory investigations in the fields of rubbers and plastics. US. Divisions and Products OF THE GENERAL TIRE & RUBBER COMPANY CORPORATE HEADQUARTERS AKRON, OHIO The General Tire & Rubber Company 1708 Englewood Ave., Akron, Ohio 44309 Telephone: 733 -6311 (AC 216) Headquarters for Domestic Tire and General Tire International Operations. Chemical/ Plastics, Athletic Products, Export Sales, Corporate Research and Development, Tire Development, Cen- tral Engineering, Corporate Advertising and Public Relations. TIRE OPERATIONS AKRON, OHIO The General Tire & Rubber Company 1708 Englewood Avenue, Akron, Ohio 44309 Telephone: 733 -6311 (AC 216) PRODUCTS: Automobile, truck, off- the -road, industrial, airplane tires and tubes. Retread rubber, tire repair materials, curing ac- cessories. Recapping accessories. Rollers, clutches, couplings, bushings, "0" rings. Rubber parts of offshore platforms. Other special rubber products. BARNESVILLE, GEORGIA The General Tire & Rubber Company Aldora Mills, Barnesville, Georgia 30204 Telephone: Barnesville 358.1150 (AC 404) PRODUCTS: Rayon, Nygen and Polyester tire fabric. BRYAN, OHIO The General Tire & Rubber Company P.O. Box 548, Bryan, Ohio 43506 Telephone: 636 -4274 (AC 419) PRODUCTS: Off- the -road tires. CHARLOTTE, NORTH CAROLINA The General Tire & Rubber Company P.O. Box 15215, Charlotte, North Carolina 28210 Telephone: 588 -1600 (AC 704) PRODUCTS: Automobile and truck tires. CITY OF INDUSTRY, CALIFORNIA The General Tire & Rubber Company Retread Rubber Facilities 717 S. Nogales St., City of Industry, California 91747 Telephone: 964 -1241 (AC 213) (Covina, Calif.) PRODUCTS: Retread rubber and complete tire recapping services. CUYAHOGA FALLS, OHIO The General Tire & Rubber Company General Metal Products Division 2740 Hudson Dr., Cuyahoga Fails, Ohio 44221 Telephone: Akron 928 -2134 (AC 216) PRODUCTS: Aircraft wheels and brakes, industrial wheels, hubs. Rubber machinery. Tools and dies. Molds for rubber and plas- tics materials. MACON, GEORGIA The General Tire & Rubber Company Retread Rubber Facility 545 Guy Paine Road, Macon, Ga. 31205. Telephone: 788 -6282 (AC 912) PRODUCTS: Provides retread rubber for dealers in Southeast- ern part of the United States. MAYFIELD, KENTUCKY The General Tire & Rubber Company P.O. Box 329, Mayfield, Ky. 42066 Telephone: 247 -6730 (AC 502) PRODUCTS: Automobile and truck tires. WACO, TEXAS The General Tire & Rubber Company Box 2030, Waco, Texas 76704 Telephone: 753 -5351 (AC 817) PRODUCTS: Automobile, truck, farm implement tires. Tire build- ing and curing accessories. CHEMICAL/ PLASTICS DIVISION AKRON, OHIO Headquarters The General Tire & Rubber Company Chemical/ Plastics Division 1708 Englewood Avenue, Akron, Ohio 44309 Telephone: 733 -6311 (AC 216) CHEMICAL/ PLASTICS OPERATIONS ASHTABULA, OHIO The General Tire & Rubber Company Chemical/ Plastics Division, Resin Facilities P.O. Box 68, Ashtabula, Ohio 44004 Telephone: WY3 -2104 (AC 216) Sales: Akron. Ohio, Telephone: 733.6311 (AC 216) PRODUCTS: Polyvinyl chloride resins. COLUMBUS, MISSISSIPPI The General Tire & Rubber Company Chemical/ Plastics Division P.O. Box 191, Columbus, Mississippi 39701 Telephone: 327 -1522 (AC 601) PRODUCTS: Calendered, printed and embossed supported, un- supported vinyl sheeting for wall covering, home furnishings, graphic arts, mobile home, marine, automotive accessory in- dustries, sponge rubber carpet underlay. JEANNETTE, PENNSYLVANIA The General Tire & Rubber Company Chemical/ Plastics Division Chambers Avenue, Jeannette, Pa. 15644 Telephone: LA3 -5441 (AC 412) New York Office: 349 Fifth Ave.. 10016 Telephone: MU4 -6600 (AC 212) Sales of vinyl film and sheeting directed from Jeannette offices. Athletic products sold through Pennsylvania Athletic Products Division (Akron). PRODUCTS: Athletic balls, tennis balls, bicycles, bicycle tires and tubes, golf bags, golf balls, bowling bags, shuttlecocks, water skis, sponge rubber carpet underlay and slabs; vinyl film and sheeting for industrial applications, tablecloths, shower cur- tains, Inflatables, novelties, toys, etc.; custom printing and styl- ing of vinyl materials. 35 US. Divisions and Products (CONTINUED) LAWRENCE, MASSACHUSETTS The General Tire & Rubber Company Chemical/ Plastics Division Bolts Products, 70 Garden Street Lawrence, Mass. 01841, Telephone: MU3 -7121 (AC 617) New York Office: 349 Fifth Ave. 10016 Telephone: MU4 -6600 (AC 212) Sales of products to the following markets are directed from offices in Lawrence, Mass.: Home furnishings, Boltaron fabrica- tors, corrosion, food service equipment, and custom molding. PRODUCTS: Calendered, printed, embossed and quilted sup- ported and unsupported vinyl sheeting for use in automotive upholstery, furniture upholstery and specialties, handbags and shoes and apparel; calendered and laminated rigid thermoplastic formable sheets: injection compression and blow molded plastic products; trays, pitchers, bowls, etc. for food service equipment and hospital, corrosion resistant sheets and trays; vinyl foam. MARION, INDIANA The General Tire & Rubber Company Chemical/ Plastics Division Foam and Reinforced Plastics Facilities 1700 Factory Avenue, Marion, Indiana 46952 Telephone: NO2 -2511 (AC 317) Sales of urethane foam and reinforced plastics are directed from Marion office. PRODUCTS: Urethane foam (Polyfoam) for furniture, automo- tive and aircraft cushioning, Insulation applications, mattresses, automotive toppers; customer molded, flexible and rigid Poly - foam for automotive, bus, aircraft, and furniture applications; fiberglass reinforced polyester laminates designed and produced to customer requirements for aircraft, automotive, appliance, elec- tical, recreation, military and communication Industries; molded premix and resin Impregnated wood fibre shapes with decorative and custom painted surfaces. MOGADORE, OHIO The General Tire & Rubber Company Chemical/ Plastics Division. Chemical Specialties Facility, Mogadore, 0. Sales Office, Akron, Ohio 44309, Telephone 733 -6311 (AC 216) PRODUCTS: Latices for paint, paper, textile industries; polyure- thane rubber and latex compounded masterbatches. NEWCOMERSTOWN, OHIO The General Tire & Rubber Company Chemical/ Plastics Division, Newcomerstown, Ohio 43832 Telephone: 498 -8304 (AC 614) PRODUCTS: Calendered, extruded and laminated rigid thermo- plastic sheets for packaging, graphic arts, corrosion, thermo- forming, and Industrial uses. ODESSA, TEXAS The General Tire & Rubber Company Chemical/ Plastics Division Synthetic Rubber Facility, Box 2032, Odessa, Texas 79760, Telephone: FE2 -1462 (AC 915) Sales: Akron, Ohio, Telephone: 733 -6311 (AC 216) PRODUCTS: Cold SBR rubber; cold oil- extended SBR rubber; masterbatches of SBR, carbon black and oil. ORANGE, CALIFORNIA The General Tire & Rubber Company Chemical /Plastics Division, 2060 North Batavia Street. Orange, Calif. 92668, Telephone: 637 -0110 (AC 714) PRODUCTS: Urethane foam (Polyfoam) for furniture, automo- tive and aircraft industries, boat and industrial uses; household bed pillows, sofa pillows, mattress pads, shreddles, stadium cushions, casual cushions, station wagon pads. 36 TOLEDO, OHIO The General Tire & Rubber Company Chemical /Plastics Division, Textileather, 3729 Twining Street, Toledo, Ohio 43601, Telephone: RA9 -3731 (AC 419) New York Office: 349 Fifth Avenue, 10016 Telephone: MU4 -6600 (AC 212) Sales of products to the following markets are directed from offices in Toledo, Ohio; handbag and baits, luggage and leather goods, graphic arts, seat covers, marine, footwear, folding doors, motion picture screens, athletic supplies. PRODUCTS: Custom manufacture of vinyl and pyroxylin coat - Ings on all types of backing materials for use In automotive up- holstery, Interiors and accessories; optical cases; case coverings; folding doors; medical supplies; luggage and leather goods; seating, curtain and trim materials for buses and trains; motion picture screens and window shades; sporting goods; bookbind- ing; watercraft; aircraft interiors and upholstery; footwear and shoe materials; protective clothing; and miscellaneous custom industrial products. INDUSTRIAL PRODUCTS OPERATIONS WABASH, INDIANA The General Tire & Rubber Company Industrial Products Division, 1218 Garfield St., Wabash, Indiana 46992, Telephone: 563.1121 (AC 219) Headquarters and sales offices for the Industrial Products Divis- ion with plants at Wabash, Logansport, Evansville, Peru, Indiana, and Fort Smith, Arkansas. PRODUCTS: Engineered rubber products designed and pro- duced to customer requirements. Molded and extruded rubber, extruded closed cell sponge. Sealing boots and piston cups for automotive hydraulic brake assemblies. Molded bumpers, bush- ings, die cut Items, dock fenders. Gaskets, military protective masks, grommets, lathe cut items, rubber to metal adhesion parts, mounts. Power brake diaphragms, refrigerator parts, seals for washing machines, shear pads, vibration Isolation bushings, rubber washers, automotive weatherstrip and window seals. Flock covered extruded automotive window channel and belt strips, windshield wiper blades, military and civilian oxygen masks. Molded missile liners, bridge bearing pads and expansion joints. Farm Implement components. EVANSVILLE, INDIANA The General Tire & Rubber Company Industrial Products Division, 605 West Eichel Ave., Evansville, Indiana 47707, Telephone: 563 -1121 (AC 219) PRODUCTS: Industrial plastic products designed and produced to customer requirements. Extruded flexible and rigid plastics, magnetic tapes, refrigerator and freezer door gaskets, freezer trim strips, boat trim, electrical wiring harnesses, vacuum con- trol harness, industrial hose. Requirements for appliances, auto- motive, industrial and marine applications. FORT SMITH, ARKANSAS The General Tire & Rubber Company Industrial Products Division, 333 South Zero St., Fort Smith, Arkansas 72901, Telephone: MI6 -7830 (AC 501 ) PRODUCTS: Industrial plastics products, flexible and rigid ex- trusions designed and produced to customer requirements. Re- frigerator and freezer door gaskets. trim strips, magnetic tape. LOGANSPORT, INDIANA The General Tire & Rubber Company Industrial Products Division, 444 Tacoma Ave., Logansport, Indiana 46947, Telephone: 5131 Sales Office, Wabash, Ind., Telephone: 563 -1121 (AC 219) PRODUCTS: Industrial products designed and produced to customer requirements. Metal stampings, assemblies, combina- tion rubber and steel vibration insulators. Automotive glass run channel, belt strip, bushings and spacers. Vibration isolation mounts. Rubber, metal and fabric combination weatherstrip and door seal for automotive industry. Stainless steel and anodized aluminum automotive trim. PERU, INDIANA The General Tire & Rubber Company Industrial Products Division, P.O. Box 550, Peru, Indiana 46970 Telephone: 473 -3061 (AC 317) Sales Office, Wabash, Ind. 46992, Telephone: 573 - 1121' (219) PRODUCTS: Metal fabricated components. Fabricated metal bushings and stampings for automotive components. RKO GENERAL, INC. NEW YORK, NEW YORK Headquarters, RKO General, Inc., 1440 Broadway, New York, N. Y. 10018, Telephone: 564 -8000 (AC 212) Radio, Television, sound studios, Muzak and community an- tenna television operations, operators of motion picture thea- tres, an airline, soft drink bottling companies, hotels and through a subsidiary, barges and a towing company. RKO GENERAL OPERATIONS Owns and operates five VHF TV stations, one UHF TV station (WHCT in Hartford, Conn.), and seven radio stations. VHF sta- tions: WOR -TV, New York; KHJ -TV, Los Angeles; WNAC -TV, Boston; WHBQ -TV, Memphis, Tenn.; and CKLW -TV, Windsor, Canada, (also covers the Detroit market.) Radio Stations: WOR- AM -FM, New York; KHJ•AM -FM, Los An- geles: WRKO -AM, WROR -FM, Boston; WHBQ- AM -FM, Mem- phis; CKLW- AM -FM, Windsor - Detroit; KFRC -AM, KFMS -FM, San Francisco; and WGMS- AM -FM, Washington, D.C. Other operations: RKO Sound Studios, New York City; National Tape Service, Inc., West Caldwell, New Jersey (duplicator of audio tapel; Eastern Broadcasting Corp., Boston (owner and operator of Muzak franchise In that area); Vumore, Inc., Okla• home City (owner and operator of community antenna systems); Video Independent Theatres, Inc., Oklahoma City (operates 125 motion picture theatres, in the Southwest); Electronics Leasing Corp., New York, New York, (lessor of TV sets to hotels and hospitals along the Northeast Coast); The Equinox House, Inc., (a summer resort hotel located in Manchester, Vermont, and with accommodations for 400 persons); The Belmont Hotel Com- pany, Inc., West Harwich, Mass. (operates 117 room hotel on Cape Cod); The Christy Inn, Londonderry, Vermont (ski resort on Magic Mountain); Frontier Airlines, Inc., Denver, Colorado, (a regional carrier based in Denver, Colorado and serving 114 cities in 14 states in the Rocky Mountains West, Southwest and Midwest); Citadel Industries, Inc., New York (which owns con- trolling interest in Universal Marine, Inc., New Orleans, La., a barge operation on the Mississippi River, and Gulf Atlantic Tow- ing Corporation, Jacksonville, Florida, which operates a coastal barge and tow company); Fleetwood Corporation, Montreal, Canada (manufcturers of radio, television and home electronics equipment); and five (5) soft drink bottling companies holding franchises from Pepsi Cola in the states of Ohio, Indiana, and Tennessee. AEROJET- GENERAL CORPORATION EL MONTE, CALIFORNIA Corporation Headquarters, 9100 East Flair Drive El Monte, Calif. 91734, Telephone: 288 -7250 (AC 213) Executive Offices of Aerojet- GeneraVCorporation OPERATIONS DIVISION AZUSA, CALIFORNIA Electronics Division, 1100 West Hollyvale St. Box 296, Azusa, Calif. 91702, Telephone: 334 -6211 (AC 213) Infrared, optical and advanced data systems; microelectronics; torpedo weapon systems; power conversion; composite struc- tures; marine technology. EL MONTE, CALIFORNIA Environmental Systems Division, 9200 East Flair Drive, El Monte, Calif. 91734, Telephone: 443 -4271 (AC 213) Environmental research, systems studies and engineering, pro- cess and equipment development; manufacture and installation of water processing systems and equipment; pneumatic transport systems; natural gas liquefaction plants. SAN RAMON, CALIFORNIA Industrial Divisions, Aerometrics, Crow Canyon Road, Box 216, San Ramon, Calif. 94583, Telephone: 837 -5343 (AC 415) Design and production of equipment for standard and special- ized brazing applications, stress relieving, and ultrasonic cleaning. FREDERICK, MARYLAND Industrial Divisions, Industrial Systems Frederick Municipal Airport, Box 460, Frederick, Md. 21701. Telephone: 662 -4181 (AC 301) Concept development, design, manufacture, and erection of engineered materials handling systems, including sorting sys- tems, storage and retrieval systems, engineered conveyor sys- tems, and associated computerized or standard controls. Consult- ing engineering studies to develop best solutions to materials management problems including transportation terminals, distri- bution terminals, retailing, warehousing, parcel delivery and post office. SACRAMENTO, CALIFORNIA Nuclear Division, Nuclear Rocket Operations Highway 50 & Nimbus Road, Box 15847, Sacramento, Calif. 95813, Telephone: 355.1000 (AC 916) Nuclear propulsion system research, development, testing and production, associated ground handling and checkout equipment; remote handling systems for use in radiation and space environ- ments: instrumentation, control systems, components for use in radiation environments. SAN RAMON, CALIFORNIA Nuclear Division - San Ramon Nuclear Operations Crow Canyon Road, Box 77, San Ramon, Calif. 94583 Telephone: 837 -5311 (AC 415) Nuclear fuel elements; radioisotope power sources; liquid metal technology; remote handling systems. DOWNEY, CALIFORNIA Ordnance Division, 11711 S. Woodruff Ave., Downey, Calif. 90241, Telephone: 923 -7511 (AC 213) Research, development, and production of ordnance and dis- pensers; manufacture of high specification steel and exotic metal aerospace components. FULLERTON, CALIFORNIA Ordnance Division, 601 Placentia Street, Fullerton, Calif. 92631 Telephone: 871 -5680 (AC 714) Manufacture of� ordnance dispensers and jet engine components. CHINO, CALIFORNIA Ordnance Division, Explosives Research Laboratory, Chino, Calif. 91710, Telephone: 528 -7281 (AC 714) Research, test and pilot production of specialized ordnance. SACRAMENTO, CALIFORNIA Propulsion Division, Highway 50 & Nimbus Road, Box 15847, Sacramento, Calif. 95813, Telephone: 355 -1000 (AC 916) Research, development, testing and production of rocket pro- pulsion systems, using liquid and solid propellant and nuclear energy; propellants and ground handling equipment; advanced re- search in rocket propulsion; defense and aerospace manufacturing. HOMESTEAD, FLORIDA Propulsion Division, Dade Facility, 8 Palms Plaza, Box 368, Homestead, Florida 33030, Telephone: 247 -9200 (AC 305) Propellant processing development and testing of large solid propellant rocket motors. EL MONTE, CALIFORNIA Space Division, 9200 East Flair Drive, El Monte, Calif. 91734 Telephone: 283 -5311 (AC 213) Rocket research systems, spacecraft; communication systems; chemical - biological research; microwave radiometry. AEROJET SUBSIDIARIES BATESVILLE, ARKANSAS Batesville Manufacturing Company, Highway 167 North, Box 1536, Batesville, Ark. 72501, Telephone: 743 -9831 (AC 501) High volume ordnance production. 37 CAMDEN, ARKANSAS Division of Batesville Manufacturing Company i Box 937, Camden, Ark. 71701, Telephone: 836 -8191 (AC 501 ) High volume ordnance production. COMPTON, CALIFORNIA I Watts Manufacturing Company 1901 West El Segundo Blvd., Compton, Calif. 90222 '1 Telephone: 537 -2300 (AC 213) i Canvas, metal and furniture products; electronics assembly; liquids packaging. AEROJET AFFILIATES MELVILLE, LONG ISLAND, NEW YORK Aerojet Delft Corp. (Joint venture with N.V. Optische Industrie " de nude Delft," Holland), Box 785, Melville, Long Island, N. Y. 11746, Telephone: 694 -8270 (AC 516) Research, development, manufacture of advanced electro- optical viewing, photographic systems. Distributor of X -ray camera equipment. IDAHO FALLS, IDAHO Idaho Nuclear Corporation (Joint venture with Allied Chemical Corporation, N.Y.) 550 Second Street, P.O. Box 1845, Idaho Falls, Idaho 84301 Telephone: 522 -6640 (AC 208) Operation for the Atomic Energy Commission of reactors, chemi- cal processing plant and associated research facilities at the National Reactor Testing Station. A. M. BYERS COMPANY PITTSBURGH, PENNSYLVANIA Corporate Offices, Union Bank Building Pittsburgh, Pa., 15222, Telephone: 766 -8800 (AC 412) AMBRIDGE, PENNSYLVANIA Metals Division, Box 369, Ambridge, Pa. 15003 Telephone: 266 -8510 (AC 412) PRODUCTS: Wrought iron pipe, electrical conduit; flat rolled products; merchant steel pipe. FAIRMONT, WEST VIRGINIA Galls Manufacturing Division, Drawer 992, Fairmont, W. Va. 26554, Telephone: 363 -7700 (AC 304) PRODUCTS: Underground mining equipment (roof bolters, face drills, belt feeders, portal cars, power rectifiers, battery chargers). Industrial division designs, fabricates and erects material hand- ling systems and related equipment. Electrical division manufac- tures AC and DC motors. "Crocker- Wheeler" motors from 1 to 150 hp, rebuilds mining equipment and motors. COLUMBUS, OHIO Transmission Products, Inc. Subsidiary, Galls Manufacturing Division 684 New York Avenue, Columbus, Ohio 43201 Telephone: 299 -5061 (AC 614) I( PRODUCTS: Components for shuttle cars. �- JOPLIN, MISSOURI Missouri- Rogers Division, Tenth and Pearl Sts., Joplin, Mo. 64802, Telephone: 624 -1152 (AC 417) Rogers Manufacturing Operation PRODUCTS: Impact crushers, jaw crushers, roll crushers, ham - mer mills, portable aggregate and aggregate plants for quarries, portable gravel plants, stationary gravel plants, stationary sand and gravel plants, underground crushing plants, portable wash- ing and screening plants, apron feeders, live roll grizzlies, drill jumbos, job arms. Missouri Castings Operation PRODUCTS: Specialty electric steel castings in 13 grades of alloy and carbon steel, heat treated, oil or water quenched for 61 types of industries. EDMUND W. ROSS 1892 -1968 It is with sincere sorrow that we record the death on December 11, 1968 at the age of 76 of Edmund W. Ross, Honorary Director of the Company. Mr. Ross was associated with the Company during its years of greatest growth. He was elected a Director in April, 1950 and served ac- tively on the Board until his retirement in March, 1968. Imminently successful in his own insurance business, Mr. Ross contributed im- measurably to General Tire's success through his wise counsel and excellent busi- ness judgment, and his great legion of acquaintances who knew him as Ike will long treasure his keen friendship, his wholesome humor and un- stinting loyalty. I 1 � r r Ir r f r . r r 4 r Lt rI� r r r r 1 r 1 GENERAL AEROJET GENERAL GENERAL TIRE R K 0 GENERAL GENERAL TIRE GTIRE CHEMICAL /PLASTICS INDUSTRIAL PRODUCTS t:INTERNATIDNAL iDIVISION DIVISION , A r r f Printed in U.S.A 1 t 1 SECTION II ADDITIONAL INFORMATION TABLE OF CONTENTS 1. Summary ............................ 1 2. Educational Facilities ................. 4 3. Programming Provided as Public Service... 6 4. Public Emergency Service ............... 7 5. Complete Color Cablecasting ............ 9 6. Communication Center and Mobile Van.... 10 7. Free Service ......................... 11 8. News Channel ......................... 12 9. Weather Channel ..................... 14 10. Tourist Information Channel ............. 15 H. Wall Street Financial Reports ............ 16 12. Video Test Check Channel ............ 16 13. Future Services ....................... 17 EXHIBITS Exhibit A - Emergency Alert Equipment Exhibit B - Color Origination Exhibit C - Mobile Van Exhibit D - Civil Defense Exhibit E - News Channel Exhibit F - Weather Channel Equipment Exhibit G - Educational Facilities GENERAL RISTI SUMMARY OF CABLECOM- GENERAL OF CORPUS CHRISTI PROPOSAL If this proposal is accepted, Cablecom - General of Corpus Christi will construct a cable television system throughout the corporate limits of the city of Corpus Christi. The cable system will carry the three local television commercial broadcast stations plus the educational television station Channel 9 from Austin /San Antonio, the nearest independent station, Channel 41 from San Antonio and proceedings will be started immediately to add other independent commercial stations from Houston. These stations will be available as soon as the proper permissions are obtained in accordance with the FCC's current regulations. Automated services will be carried as follows: Time/Weather Stock Market Quotations UPI News Service Two channels will be made available to the city, one for infor- mation use, to be viewed by all subscribers which can be used to cover a important meetings, announcements or events of local interest. The other will be a closed circuit channel viewed only at those locations the city desires, which can be used for on the job training of city employees such as firemen, policemen and employees of the utility department and can also be used to transmit information such as plans, figures, etc. to remote areas of the city as needed. A special portion of this proposal is devoted to the potential uses of the facilities of the cable system for educational purposes. The signal of Channel 9 (KLRN) will be delivered to the local broadcast station, when it goes on the air, from the Cablecom - General microwave link -2- 1 _1 out of New Braunfels (KLRN transmitter site) at no cost to the local station. As many as five additional channels will be made available to the local Corpus Christi independent school district at no cost to augment their programming. These addi- tional channels can be in a combination of closed circuit and open, as desired by the school district. A total of six channels can be devoted to educational television as the school district wishes. The entire facilities of the cable system will be made available for emergency use to government authorities in the area as they deem necessary. A microphone and camera will be located in an area where responsible officials will be able, at any time, to make announcements and give instructions on any channel. The system is planned for complete color capacity so that local coverage will be in color and the facilities of a local van for use in videotaping or transmission of noteworthy events so that they can be covered in complete color. A studio for public service programs ,and local origination will be comparable in all respects to those used in commercial broadcasts.- - 3 - Educational Facilities: Keeping in mind that Corpus Christi should have an educational television broadcast station in operation within the next twelve months, the additional facilities needed by the public school system can be made available by a cable television system. Cablecom- Genera l realizes the important role that the educational broadcast facility will play in the community and desires to help the development of the programs in every way possible. The most immediate effective help we could provide is to make available to the local station at no cost, the educational microwave signal from San Antonio. The additional channels needed by the school system to augment this facility would be made available at no charge to the city. It is envisioned that 3 to 5 additional channels can be used by the school system and these can be made as a truly closed circuit so that they are not seen by the general public or they can be added for public viewing, or a combination of both, as the school system desires, making a total of 6. See Exhibit G. -4- v 9 A closed circuit facility would provide: 1) Informational sessions for school staffs, communication with the Superintendent or District staff. 2) In service training of teachers. 3) Instructional programs involving large group presentations to students. The channels available for viewing I y the entire community could offer telecasts of: 1) adult education classes 2) presentations by students and teachers of current curricula 3) School Board meetings 4) athletic events not carried by the local television channels These are but a few of the many uses which could be made of the cable system by the school district. -5- 1 1 1 1 1 1 1 '1 Programming to be Provided as a Public Service, Without Charge: Cable television affords an excellent opportunity for public service programming to a much greater extent than is available today in the city of Corpus Christi. Two channels will be made available to the city for use as it desires. These public service programs could consist of, but are not necessarily limited to the following: 1) Meetings of governmental bodies 2) Political discussions, bond elections, announcements by local authorities 3) On the job training of city employees at their place of work 4) Relay of pictures to various departments to assist in the carrying out of the responsibilities (maps of location of certain utilities, engineering drawings, etc.) -6- 1 1 1 1 1 1 s PUBLIC EMERGENCY SERVICE TO BE PROVIDED WITHOUT CHARGE. The entire cable television facility will be available for emergency use to such governmental authority as the U. S. Weather Bureau, U. S. Navy, Army, Coast Guard, State Department of Public Safety, Civil Defense, municipal government, county government, police department, fire department, sheriff's department, city health department, emergency school announcement. A special emergency alert capability will be provided for the city so that any emergency information can be placed on all channels of the cable system simultaneously. This emergency alert system uses a microphone and camera, probably located at police headquarters, where responsible officials will be able at any time to make announcements and give instructions on all channels when they deem it advisable. -7- GENERAL CORPUSE CHRISTI Cablecom - General will cooperate wholeheartedly with all municipal, county and civil defense officials to achieve an alert system which will provide the greatest possible pro- tection for the Corpus Christi citizens. A description of the Emergency Alert equipment is attached as Exhibit A . During hurricane warnings, the cable system will operate a channel as a hurricane watch station. A viewer can refer to this channel at any time of day for latest news reports and developments. Radar weather information and a direct link to the U. S. Weather Bureau will be provided. = n , r -8- 1 1 COMPLETE COLOR CABLECASTING. Realizing that the growth to all color receivers is advan- cing rapidly, Cablecom - General of Corpus Christi plans to have all color cameras in the studio, and in the mobile van for use in video taping noteworthy events. The studio for local originations and public service programs will be com- parable in all' respects to those utilized for commercial i broadcast purposes. Any emergency situation, local or national, will be flashed to cable subscribers instantaneously. Using microphones in- stalled at Police Headquarters, the Sheriff's office and Civil Defense Headquarters, responsible officials will be able to interrupt all cable channels simultaneously at any time with information and instructions concerning hurricane or flood warnings, prison escapes, or situations of national emergency. In addition to the audio message, slide video presentations can be injected on all channels. - 9 - 1 1 1 1 Cablevision's Communication Center and Mobile Van - The control center production television studio will be equipped to provide the following functions: I. Live, broadcast quality color, camera pick -up to be from a studio professionally lighted. 2. Motion picture film and slide color reproduction. 3. Video tape recording and reproduction having broad- cast color quality capabilities. 4. Audio control, taping and monitoring. 5. A mobile van will be available for television color pick -up and taping anywhere in the area. See Exhibit C. (See Exhibit B for the world's first locally 'originated public service program that was cablecast in color over a cable television system) . -10- FREE SERVICE 1. Municipalities: Cablecom - General will provide at no charge, on the request of the municipal authorities, one service outlet at any or all of the following locations: Municipal Offices Police Stations Fire Stations Public Libraries If more than one outlet is required at any of these locations, addi- tional outlets will be provided by the cable system at the cost of time and materials only. In no event will there be a monthly service charge at these locations. 2. Civil Defense: Cab lecom- Genera l will provide facilities to the central Civil Defense Headquarters as well as the local police and fire departments whereby in the event of a national or local emergency, appropriate authorities can be instantaneously ready to pre -empt the video and audio facilities of all cable channels for transmission of urgent information or instruc- tions. See emergency alert channel description previous. See Exhibit D. r 24 -Hour Instant News Channel - The UPI News channel service will be carried on the cable system 24 hours a day. Cable subscribers can receive up -to- the - minute news at any time of the day by simply turning to the proper channel on their television set. The source of the News Channel is the world -wide staff of the United Press International. The wire service emanates from more than 100 news bureaus around the globe. The UPI reporters phone or radio their stories directly to the closest bureau where they are immediately placed on the wire by tele- type for direct transmission to over 4, 600 radio stations, 3, 700 newspapers and NEWS CHANNEL. Cable subscribers receive the news at the same moment it is delivered to radio stations and newspapers. -12- News Channel news is presented "live." The TV screen is always filled with moving lines of news stories. Certain features, such as Wall Street closing prices, private pilot reports, all livestock reports, etc., are carried on regular daily schedules. A typical daily program is set out below: Worldand National News -Every hour on the hour Regional News and Weather -Every hour at 25 minutes past Market Reports and Analysis -Nine times each day Sports, e.g. Major League Ball Schores -Every three innings Summaries, Features, etc. - Several times daily Bulletins -WHEN THEY HAPPEN See Exhibit E. - 13 - 1 1 1 i Weather Channel-- This channel will operate 24 hours daily carrying a visual display of current local weather information and high fidelity background music. The visual weather scan system consists of a television camera which continuously scans weather dials connected to the actual instruments located on the roof of the building. The information presented includes: Correct time Temperature Relative Humidity Barometric Pressure Wind direction Wind velocity Precipitation Tide Timetable In addition, the camera scans a bulletin borad and a slide generator on which weather forecasts, storm warnings, etc. can be presented. The audio portion of this channel will carry high fidelity taped background music. A description of the weather channel equipment is included in this presentation as Exhibit F. -14- ' 1 1 1 1 1 t 1 1 1 Tourist Information Channel - This cable TV channel will be a new service for visiting tourists as well as local residents. This cablevision channel will promote better tourist relations in the Corpus Christi area by showing local points of interest and what events are happening around the area. In addition, the viewer will be able to see who is being featured at all of the local enter- tainment spots, and will point out upcoming attractions in the area. It is hoped that this channel would also help build up convention business and assist in making a convention attendant's stay more enjoyable. Convention proceedings could be televised into hotel rooms. These meetings may also be played back at a later time during the convention so that delegates may catch an important meeting they may have missed. -15- 1 1 1 1 1 In short, cable TV viewers and visitors can find out what's going on, where to eat, what entertainment shows are in the Texas area, which entertaining movies are being shown -- all the happenings in Corpus Christi. Financial: Wall Street Reports - The financial channel will be a great asset to'the businessman or the home owner who does not have the time to sit in a brokerage office. Cablevision viewers will be able to see stock market quotations from the New York and American Exchanges throughout the day with a fifteen - minute summary after the market closes. Background FM music will be carried on the sound portion of this channel. Video Test Check Channel - One channel will include a test pattern and color bar enabling the home viewer to properly tune in his TV picture. Television repairmen will also appreci- ate this service. On the sound portion, the video test check channel will be a twenty -four hour FM music station. -16- 1 1 Future Services: Special training programs for adults in the home in arts, " crafts, home economics, health care, child care, etc. Library books and information from data banks could be viewed in the home when requested. Utility meters could be read instantly. Improved communications for Police Department, remote access to criminal records, pictures, stolen car lists, etc., home surveillance protection, catastrophe and emergency communication. -17- EXHIBIT A EMERGENCY ALERT EQUIPMENT r I EMERY -ALERT SYSTEM ' The Model 600 Emerg -Alert System is an emergency alert warning system for the cable television industry. This equipment, which is the first of its type, inserts both video and audio messages into CAN systems. It is designed to permit operation from remote locations such as police or fire stations, governmental offices, civil defense headquarters, or other posts tof authority during emergency situations. The Model 600 has a self- contained video- origination system with a high - quality vidicon camera that is constantly ready to display an alert message on any or all television channels. The alert message is copy that is placed 'on a card and inserted in a front panel slot —a method that permits mes- sages to be quickly and easily changed. Audio messages can originate locally, or from a remote point through a telephone wire line. 'This unit may also be used to notify subscribers if cable facilities on a par- ticular channel are inoperative. ' • CRYSTAL CONTROLLED • MODULAR PLUG -IN CONSTRUCTION ' • SELF - CONTAINED The Model 600 Emerg -Alert System is com- patible with CATV equipment, and is easily installed. Plug -in crystal - controlled video mod- ' ulator units are easily exchanged, requiringthe operator to purchase only required channels. SPECIFICATIONS 0 CRYSTAL - CONTROLLED VIDEO MODULATOR Video Bandwidth 10 MHz RF Carrier Frequency Channels 2.13 Output Impedance 75 Ohms Output Voltage RF over 30 db CAMERA Video Bandwidth 5 MHz Video Output 1.4 v p•p POWER REQUIREMENT 115 vac, 60 Hz, approx. 500 watts ENCLOSURE DIMENSIONS llVi in. high x 15 in. deep x 24 in wide EXHIBIT B COLOR ORIGINATION WORLD 'S History was made s April 1 if rnia. Gist PM, Palm Desert, California. The world's first locally originated FIRST public service program' was cablecast in color to 10,000 subscribers of the LOCAL COLORalike Coachella Valley CATV system. Ca- ble management and subscribers ers were enthusiastic about the CABLECASTprogramming results. Color quality was as good or better than any color previously re- broadcast from Los Angeles. According to Bill Daniels, President of Daniels Management Co., Denver: "Outstanding local color will be part of our service in Coachella Valley because of recently purchased IVC color cameras and recorders. IVC's equipment mates well with cable systems. .. and IVC's price breakthrough now brings local color within reach for nearly any cable operation.I sincerely urge other cable operators to consider color equipment so they can take advantage of rapidly increasing color set saturation." To see how IVC can add color to your cable operation, turn the page. World'e fast local color cablecast was originated April 17, 7968. An IVC -100 color camera was set up In the auditorium at College of the Desert, Palm Desert. At a stage lighting level of 400 ft. candle a one and one -half hour program of the Riverside County Induslriel s, Development Council was taped In color on an IVC -910. _rh 91 0) over the Coec�ella V Ilehs fble system Photo (via above Is off y ce y the -set Image of actual cablecast seen by subscribers C (4D IV(; $14,000 $4,700 LOCAL offers f COLOR CAMERA offers full broadcast -qual- I color at low cost. It is COLORas easy to operate and maintain as standard monochrome cameras. The IVC -100 features: three -tuba vidicon design, integral view - WITHIN REACHcamera finder, simplified controls, built -in sync generator and encoder. Options allow operation of a remote recorder, FOR CABLEgenerator'. remote control of multiple cameras from a con- trol room use of external encoder and sync ync Using the built -in sync generator and SYSTEMS encoder, the IVC -100 requires only two wires (power in, video out) to produce NTSC -type pictures for Input to the IVC -810 or cable system. A film chain version of the IVC -100 Is also available. IVC -810 COLOR RECORDER (IVC -800 monochrome version available for only $4,200) offers accepted 1" IVC Format* that allows one full hour of recording on small -sized 8" NAB reel of tape. Uses 30% less tape than other formats ... at en average saving of $15 per hour. Provides outstanding high - resolution NTSC -type color pictures with bandwidth exceeding 4.2MHz ... with 400 lines of picture information. Electrical pushbutton controls make operation a breeze. "Alpha" tape path minimizes dropouts. Can be operated in portable case or fixed rack mount. Stop motion is standard; slow motion and electronic editing are available at extra cost. • Accepted format by Bell 8 Howell, aPL and RCA Phone IVC today for your own demonstration of local color cablecasting. International Video Corporation (1$D I 67 East Evelyn Avenue • Mountain View • California 94040 • Ph. (415) 968.7650 690 North Broadway • White Plains • New York 10603 • Ph. (914) 761 -7820 EXHIBIT C MOBILE VAN �\ - �`'. II,I 1 �- - -r � OF �V� �E�� . / C.� ,:; �� ,�� _�� ,� EXHIBIT D I I Newspaper article concerning Civil Defense Warning System... 14ew W custem arnin9 0 said Fred Mid Shadid ore, sa channels•anager ° {Vumeonlytt e ergenCY was aced I;O i ure doeseSage+ • dis- A new e b candisPapher opl- is t a Ti ag oWe g the p °lhas been system, ty ohce d m nd, eard the city Q install any+ Ma- s atcher to he l already works duty,bas Come aturdaY F „The systeIn jr and id the tus Y t S adid -aid ri can be installeS aid said. K nstialled in or Tae. syste+of either c n s a fine, warning sv G vi1 Defense, used In case l emergen devices new eration with addition to our n or naturelectronic coop elco" ruing sy tart o{ tailed °n Sys a w siren w . faster tom series have bee hroughout the existing 'alt m residents wh1ch s lines stem aut om the and -will one with o eTgenCY* es, Vumores, the ]stem u munica o4 any em emDloY switch off the eels on the i, case e Company EarngW tally cuts than Ong. eer gW five telev's °n and allows ton ent„ stem atcher t0 assisted of radio sta moree of t e P °lice dtsp olice donaTS add Or televisions sets. Bau t e Attu in talla be Whe ale come eted, hwftches Fade the e said• has been release to urns to the Pa abnormal EXHIBIT E NEWS CHANNEL 24 -HOUR NEWS WASHINGTON - THE UNITED STATES HAS SCORED A VICTORY IN THE COLD WAR OF ESPIONAGE WITH THE DEFECTION OF A SOVIET INTELLIGENCE COLONEL WHO BETRAYED THE NAMES OF AGENTS WHO WORKED FOR HIM IN WEST GERMANY THE STATE DEPARTMENT MONDAY SAID THAT NYSE - DELAYED 15 MINUTES HVE 258 RNR 39 SDS 1194 AH 3s38 SHR 268 SPT 19$ TFB 39$ BVA 334 SAA 588.4s2 WOA 25 HKM 448 LVO 25102 DCA 198 BCX 488 CKE 344 VON 25268 THIS SEGMENT BROUGHT TO YOU BY INTERNATIONAL TRAVEL TOURS... ANNOUNCING THE FORMATION OF A CHRISTMAS WEEK CHARTER TO THE CARIBBEAN... EXHIBIT F WEATHER CHANNEL EQUIPMENT description and features Exclusive Features • Built -in film pick -up facilities • 81- capacity professional slide projector with automatic programmer • Slide sequencer — permits operation with less than full turret of slides • CABLECASTER" /MULTICASTER• compa- tible — meets FCC specs when operated with TeleMation CABLECASTER•/ MULTICASTER° Systems • TeleMation TMC 2100 Camera insures high - quality pictures and maximum reliability. • "Hi Rez" dials — meter faces specially designed by TeleMation for greater legibility. • Unique lighting system for shadowless meter presentation. • Pan and tilt feature — permits instant conversion for live pick -up • Full local control panel for left and right dwell intervals, lamp Intensity, scan and slide projector operation • Fully remotable — permits use as film and slide source in live shows • TeleMation screen splitting and automatic programming accessories permit shared channel presentation with other services WEATHER CHANNEL- '97' is the most versatile unit of its kind Not only does it offer the most effective video presentation of local time and weather conditions plus public service or advertising announce- ments, but it is virtually a complete, compact local origination studio. In addition to standard time /weather service, the TMW -97 can be used as a film chain and for live pick -up cablecasting. The WEATHER CHANNEL` camera may also be incorporated as a studio camera on WEATHER CHANNEL- "off' hours. The deluxe TMW -97 Incorporates many unique but time - tested features. The even, continuous horizontal display of instru ments has proved to be the method most preferred by home viewers The display of 35mm slides is a standard feature and programming flexibility is greatly increased with the TeleMation Slide Programmer and Slide Sequencer. Programming is what counts today.. and the key to good programming is capability WEATHER CHANNEL° '97' offers the maximum capability for today's CAN requirements and your system's public Image. System Control The versatile WEATHER CHANNEL- '97' control panel is mounted on a standard 19" rack behind the left -hand console door Additional rack space for mounting accessory equipment is provided. Two MOTOR switches control mirror scanning and enable precise stops at the left and right index positions or at any point between. The DWELL controls are continuously adjustable from 3 to 27 seconds for left and right Index pauses of the mirror position. This feature permits programming the number and duration of projected slides and the length of announcements In the card slot. The SLIDE ADVANCE switches permit manual control of the 35mm projector and a choice of automatic programming modes A lamp voltage control allows adjustment of lamp brightness to accommodate varying slide densities and lamp aging. I1 1 1 1 CantrW Pawl , S dt L�J s 1 Weather Channel* Camera The television camera, a key system component, is TeleMation's Model TMC - 2100 — the finest in quality and perform- ance available. The TMC 2100 features all die -cast or extruded framework for long, durable service Extruded side panels hinge upward for easy access to camera circuitry and vidicon assembly. All circuit boards are made of high-quality glass epoxy materials, and are "plug -in" for easy field replacement. The TMC -2100 guarantees 800 lines center resolution. It features an 800 -volt power supply and 60 gauss focus field. Maximum performance from all vidicon tubes is assured, including the new separate mesh types. The TMC -2100 supplied with the WEATHER CHANNEL' has a built -in scan reversal switch which permits it to be used apart from the TMW -97. The camera may also be field converted to a viewfinder model. The addition of the 7" viewfinder is simple .. it features full - length side panels and front casting to avoid the "piggyback" look... installation is permanent. These features allow the TMC -2100 to be incorpo- rated alternately as a studio -type camera or placed in multiple- camera operation, when not in use with the WEATHER CHANNEL* '97'. The TMC -2100 can be operated at various sync standards, including random interlace, crystal, 2:1 or full EIA. Sync options "plug - in" and a built -in selector switch permits immediate selection between desired synchronous or non - synchronous, internal or external driven modes of operation. The standard TMC -2100 supplied with the TMW - 97 produces "quasi -EIA" sync. 2.1 interlace which essentially meets EIA requirements (including vertical serrations), except that it lacks equalizing pulses. This provides far better synchronization for home receivers than conventional 2:1 industrial sync •Tanlemark, TeleMation, Inc WEATHER CHANNEL'"'97 Model TMW -97 The TMC -2100 is also fully compatible with TeleMation's family of CABLECASTER° video control equipment. This means easy Integration with other cameras and recorders. It also means easy compliance with FCC standards should that compliance ever become necessary for CATV local origination systems. By adding the EIA sync option to the camera; by operating it with various CABLECASTER° control systems, or through operation with the TMV -707 universal camera control the TMC -2100 meets all FCC specifications necessary for broadcast transmission 35MM Slide Programming The display of 35mm slides, using a Kodak 650/700 projector, offers exceptional programming flexibility Tale. Mation's Slide Sequencer, a special modification to the projector, eliminates the need for a full slide tray The tray can be loaded with one or several groups of slides (less than a full complement of 81) which are automatically programmed and repeated in sequence A selector switch permits repeating the same group each cycle or automatically advancing from one group to the next Projector and sequencer are standard TMW -97 equipment The integral WEATHER CHANNEL' '97' Programmer allows programming for both number and Individual duration of slides. This is conveniently accomplished by the simple insertion of rubber switch buttons into the Programmer disc. Up to 13 slides at 2 seconds each may be displayed during a maximum 27 second sequence, or fewer slides may be programmed at longer intervals within the sequence. The total sequence duration is governed by the DWELL control on the panel Film Pick -up facilities Film pick -up capability is now a standard feature of the WEATHER CHANNEL* '97'. This is accomplished by a second projection screen with first - surfaced mirror and projection aperture at the right -hand or "message" scan position. Weather Channel ••97" shown mth eell & Howell telenaon him egmpmert Specially- modified Bell and Howell or Graflex16 mm television type film projectors and custom stands are available from TeleMation. Remote positioning of the '97' camera as well as remote START, STOP, and SHOW control of the film projector, as modified, make for easy control room operation of the TMW -97 as a film chain TMP -107 Audio Programmer This unique device, designed by Tele- Mation, allows programming of music and announcement tape cartridges to coincide with the TMW -97 35mm slide display Programming is completely automatic and the TMP -107 simultaneously lowers the music audio level while Indexing slides and activating announcements. Screen Splitter Accessory WEATHER CHANNEL* X97' now has "special effects" capabilities when operated with the TeleMation TSE -100 Series Screen Splitter. The TSE -100 provides horizontal split screen, vertical split screen and corner inserts. Operating from the camera sync generator, the screen splitter permits simultaneous display of usual time /weather information and other picture sources, such as off - the -wire news flashes or stock market reports Live Cablecasting Simple re- positioning of the scan mirror enables live pick -up directly from the WEATHER CHANNEL* '97' without camera removal or relocation of the console. Televised news shows, interviews and other simple studio presentations can be professionally done with minimum set -up time. Both pan and tilt are provided Instruments — Standard • Wind direction indicator and remote transmitter. • Wind velocity indicator and remote transmitter. • Relative humidity indicator and remote transmitter. • Temperature Indicator and remote transmitter • Rainfall Indicator and remote transmitter; accumulative gauge to 5" with manual Indicator re -set. • Barometric pressure Indicator; self. contained for operation from sea level to 6,000 feet. • Clock with sweep second hand. Profes- sional quality 117 volt, 60 cycle powered for split second accuracy. Permanently lubricated. • Combined power supply for all remote transmitters. • Complete set of 100 -foot indicator/trans- Ritter connecting cables. y b S ".� • '��t',�';�rljLiyf� -r'Q "rte° Mirror Drive Mechanism Typical of the dependable WEATHER CHAN. NEL• '97' design Is the sturdy, electro- mechanical mirror assembly. Two shaded pole motors are tandem mounted to a gear reduction drive which Is close - coupled by a V -belt to the mirror shaft. A heavy machined casting, specially designed for the WEATHER CHANNEL' '97', assures rigid tolerances and reliable performance. Ordering Information - Accessories TMW -97 Weather Channel* '97', Includes console cabinet with walnut - finished side panels, doors and 19" rack, TMC -2100 camera with 2.1 sync generator and 50mm lens; system control panel; Kodak 650/700 35mm slide projector with Programmer and Sequencer; lenticular projection screens for 35mm slide display and 16mm film pick -up; full complement of time and weather instruments with all meters and cables. $5,495.00 TMI -595 Relative Humidity Sensor. Developed by TeleMation to provide greater accuracy and reliability over previous animal - membrane types. The TMI.595 uses a human hair transducer (same as the most expensive meteorological instru Rents), with a "frictionless" photocell bridge for highly accurate meter output. Substitute for Standard Unit (Add) $100.00 614- ETVS -W 16mm Film Projector. Special television type Bell & Howell projector modified for remote control Includes 4" lens and custom mounting base for use with TMW -97. $2,330.00 TMP -107 Audio Programmer. Permits automatic programming of music and announcement tape cartridges to coincide with slide projection on TMW -97. $250.00 TMV -600 Cablecaster° Video Control Center. Combines WEATHER CHANNEL* '97' with up to five additional video sources. Slaves all cameras to one sync generator or optionally converts all cameras to full EIA standards. Includes solid -state switcher, video level meter, control panel, amplified Intercom and video processor. $1,595.00 TMV -650 Multicaster° Video Control Center. Same as above but Including mixer /fader assembly and additional program bus. $2,595.00 SG -600 Digital EIA Sync Generator. Converts TMV -600 /650 to EIA Operation. $600.00 TSE -100 Screen Splitter. Provides Horizontal Split Screen, Vertical Split Screen, and Corner Inserts $595.00 TMV -707 Universal Camera Control Unit. Converts Industrial Cameras to Broadcast Specications $595.00 Specifications Camera viewing: BI- directional horizontal scan with left and right Index positions Left index dwell: Adjustable 3.27 seconds. Right index dwell: Adustable 3.27 seconds. 35mm slide programming: Number and duration adjustable. Camera adjustments: Beam, target, focus Camera standards: 525 lines, 2 1 interlace Camera resolution: 8001mes center 550 lines corners Console: Beige and brown fiberglass scanning deck, walnut - finished end panels. Overall dimensions: 43" W x 47 "H x 27 "D. Shipping weight: 310 Ibs Power. 117 volts, 60 cycles, 300 400 watts. TELEMAT /ON, INC. 2275 South West Temple Salt Lake City, Utah 84115 Telephone: (801) 486 -7564 FORM TP -Trademark TeleMation, Inc. pe ffi fii na and prices subiect to change w,tho,t rrotice I 11a2 s se' TION COLO:-ADO, INC. a am�th Street Colorado 80211 EXHIBIT G EDUCATIONAL FACILITIES Page 22 Saturday, January 13, 196E The free Cress, Colorado Springs, Colo. TV May Play Important Role In Ed Bob Clark, vice - president of jects at the fame lime. This available to the C o I o r a d o sion network. Thus, a child who Cablevision, believes that com- arrangement is unique in the Springs area. When Channel 8, is forced to remain at home be- nsunity antenna television will field of Educational broadcast- �e proposed educational TV sta• cause of illness still can see his play a very vital role in the ed- ing and could revolutionize 'd, lion from Pueblo goes into opera- televised malltemal�cs or his- tion, it will also be available on tory lesson on the ETV chan. ' ucational system of Colorado ucational program transmission the Cablevision system. nel. Parents, also, will be bet. Springs. throughout the nation." Most of the educational pro- ter informed brace they can "With construction of our This programming will not be grams will be used in the class- tune in on the communications center and in- restricted to a particular school classroom and room and will also be seen in find out just what their chil- ' stallation of the underground or subject,'but will be available, homes throughout the Cablevi- dren are being taught. cable, an additional and very through special hook -up to all valuable method of teaching is schools in the Colorado Springs Thomas B. Doherty, Superin. available," he said this week. area. Subject matter thought to tendent of Schools said, "Educa- This could even be a partial be beneficial to a number of sop• tional television is a reality in ' solution to the shortage of teach- arate classes can be delivered) todays modern field of educa- ers — a problem plaguing school via Cablevision to any of the in- lion. We know it can be used effectively to improve instruc- syslems throughout the ceun, volved schools, lion in the classroom. We are try today." Besides the public school hook- very happy and grateful to have The Board of Education in up, Cablevision will provide stu- the Cablevision educational Colorado Springs has its own dio facilities at the Communica- transmission service available to closed circuit television studios tion Center for the use of stu. us." ' from which a single teacher will dents and faculty, where they The new promising partner- be able to instruct several etas • can produce programs of local ship of the Colorado public ses at once. The teachers will interest to be delivered in ex- school system, the Cablevision conduct the lessons from the elusive closed circuit broadcasts distribution network, and the ' school system's studio and from to area subscribers. availability of the Channel 6 ed- there, it will be monitored by Clark said the cost to provide ucational station, KRMA from trained engineers at the Com• this capability will be in excess Denver, will be a progressive munications Center, before be, of $100,000, but the entire ser- educational step for Colorado ' ing cabled via three sub -than- vice will be provided free of Springs, according to a Cable - nels piped directly into the pub- charge to the Board of Educa• spokesman. lic schools. lion and the City of Colorado (vision Dr. Arthur R. Olson, Deputy Springs. All costs will be ab- Superintendent of Schools, stat- sorbed by the Cablevision sys- ' ed, "With the assistance of the tem in an effort to help accele- fascinating and effective medi• rate today's educational prog- um of Cablevision it is possible ress. to enrich and supplement the Cablevision will also provide ° ' Colorado Springs existing edu- to the schools free of charge the cational program. The Colorado educational Channel 6 from Springs schools for the first lime Denver, Colorado. This will be will be able to receive three pro - the first time an educational ' grams on three different sub- television station has been made 1 at System EDUCATIONAL TELEVISION — From left to right, Bob Clark, Colorado Springs. Programs will originate at closed circuit vice - president of Cablevision; Thomas B. Doherty, superintendent studios of board of education. Cablevision is donating use of its of schools; and Dr. Arthur Olson, deputy superintendent of distribution network and electronic equipment so that three schools; are shown at new television studios of Colorado Springs educational channels can be delivered to Colorado Springs Board of Education. Through facilities of Cablevision and public schools. 1 school system, educational television will soon he available in multiple system owner and well - known consultant and management firm. He was speaking of a system which, in many areas, will serve as a guide for systems of the future: Colorado Springs, Colo., a resort and aero -space industrial city 67 miles south of Denver. Already operating more than 30 cable TV systems in the United States, during the past few months Daniels - affiliated companies have been granted permits to provide service to several communities in Colorado. More than two- thirds of the permits are in the metropolitan area of Denver, which is blanketed by grade A signals from three net- work affiliates, one independent and an ETV station. Many of the fran- chises were acquired by combining efforts with Vumore Company, Oklahoma City, Okla., another CATV MSO, and a subsidiary of General Tire & Rubber Co. Colorado Springs is perhaps the Photo Page 1: Bill Daniels, president of Daniels and Associates, Inc. and head of Cablevision in Colorado Springs, is shown with hostesses, service personnel and the fleet of service vehicles used in the operation In the background is snow - capped Pikes Peak, most desirable franchise of all. Vumore Video Corp. of Colorado, Inc. —known in Colorado Springs as "Cablevision" —was granted a permit by the city council in August, 1967, to furnish cable TV service to the city's some 100,000 residents. Cablevision shareholders include Vumore Company, Daniels & Associates, and a group of Colo- rado Springs businessmen. Bill Daniels is its president, and Bob Clark, president of Vumore Com- pany serves as its vice president. Cablevision began construction of the underground system in Oc- tober, 1967, with August, 1968 as the target date for completion. (At the time of this writing, it is estimated that the system will be completed at least a month earlier.) Its channel offering includes all five Denver television stations, two Colorado Springs stations, KKTV (CBS), KRDO -TV (ABC) and Pueblo, Colo. station KOAA -TV (NBC). The system also offers a 24 -hour weather channel and a 24- hour Associated Press news chan- nel, as well as eleven regional FM radio stations, five of which broad- cast in stereo. An "extra" on the system will allow authorized police, fire, Civil Defense and North American Air Defense Command (NORAD) per- sonnel to interrupt all channel tra- fic in the event an emergency warrants the action. Page Two The information center features a reception desk, graced by pretty hostesses in especially designed costumes The bank of television sets on the wall is used to demonstrate the channels to be offered to CAN subscribers Additionally, Cablevision will provide free service to the city's thirty elementary, seven junior high and three high schools, and has set aside three channels on the cable for an exclusive, all- school closed - circuit system to be used in con- junction with the school board's own new studios. Jack Prince, di- rector of audio - visual services for Colorado School District 11, esti- mates the latter service represents at least $150,000 a year savings to the district. Eugene McCleary, mayor of Colo- rado Springs, in commenting on the city council's selection of Cable - vision over the other applicants, said "I feel the members of the council simply arrived at a common- sense decision. There was a choice of three fine, very impressive ap- plicants, and it was a matter of checking credentials. We were in. terested in qualifications and ex- perience in cable TV, what each applicant offered the city of Colo- rado Springs and how, over the long haul, the people would most bene- fit." The mayor added that Cable - vision's bid to go underground with the system carried considerable weight with the council. "We are proud of our beautiful city," he said, "and we hope the day is not too far off when all utility lines can go underground." Regarding the rationale for ex- pensive pensive underground plant, Vu. more president Bob Clark stated, Cablevision downtown 'information center" occupies one of the busiest downtown street corners in the city. The ground floor of the Cheyenne Hotel was remodeled to express the traditional design of the building itself and the progressive personality of the CATV firm "Initially, we could have saved a lot of money by putting the system on poles in the Springs. But we all know the future of cable TV —as is the future of all wire traffic to a community —is in underground in- stallation." Daniels adds, "Our firm is new in the community. We have everyone looking at us. It's just good public relations for us to do our part in helping to preserve and nurture aesthetic values. It has long been my contention that this is the way to install a cable system: a smooth, clean, efficient operation which can't possibly do anything but make friends. Also, there are many practical reasons for going underground. The cable is less liable to damage, and is not exposed to the elements and temperature fluc- tuations and, consequently, will re- quire less maintenance. "More important," he says, "we have complete control of our sys- tem, which is not true of pole - rental or lease -back operations. And we don't have all the pole re- arrange- ment costs, pole-rental costs and costly delays. We have been able to put more than sixteen miles of cable underground every week in the Springs, consistently and with- out a hitch!" Douglas Jardine, Inc. is prime contractor in placing the cable. The firm assigned eight separate crews to the project; a total of 119 men. It also put into service eight Model 300 Davis trenchers, eight Racine Rapak compactors, two modified 60hp Concut saws and two 18hp Concut saws, as well as an assort- ment of jackhammers, drills and other equipment. The trenches are 5- wide and 24^ deep, and are put into alleys where possible. When alleys are not a- vailable, the trenches are put be- tween curbs and sidewalks (park- ways) in the city's easement. Davis Hydra- Borers are used for tunnel- ing under driveways, sidewalks and curb pans. The cable goes down immediately behind the trenchers, and refilling takes place immediately. (No tren- ches are left open overnight). Where lawns are disturbed, the crews re- seed ands read fertilizer. The city's P Y street department has crews as- signed to follow the cable - planting Page Three crews to replace and patch asphalt. Such work is billed to the contrac- tor, who himself is responsible for replacing all crushed rock and concrete. Leads (in conduit) from the cable to subscribers' homes are also put underground. Using a trencher known as the "Pipe Piper," the crews cut knife -slit trenches and the Pipe Piper, doing double duty, pulls the leads behind it into the cuts. With a minimum of tamping, the cuts are indistinguishable. Essentially, the only hardware above ground are feeder pedestals, amplifier housings and power sup- plies. On all parkways, Cablevision equipment, already protected by fiberglass housing, is additionally protected by concrete vaults, flush with the ground. James McPheeters, superintendent of the city's street department, said the entire project is well organized, and that there has been complete cooperation between Cablevision personnel, the contrac- tor, public utilities and the city. i n t r city "In addition o regular o g Y crews assigned to the job, I have what I call my `light- footed crew,' to take care of emergencies in a hurry. And we have regularly scheduled con- ferences, attended by members of the street department, Cablevision management, the contractor, and representatives of the public util- ities to look at what we have done, what we are doing, and what we plan to do," he said. "We have had very few complaints from the people. The whole thing has gone very smoothly." McPheeter did ad- mit, however, that one irate woman phoned him and threatened not to vote for him again. Even though his is an appointive office, he drove out to see the lady and managed to soothe her feelings. Another woman of some years held one of the contractor's crews at bay with a broom for a period of time, insisting the crew had no right to dig up her property. Wayne Meur, who handles public relations for the Jardine firm, quickly ar- rived on the scene and succeeded in convincing the lady that the strip of lawn between the street and side- walk— although maintained by her — actually belonged to the city. Director of advertising and public relations for Cablevision is Tom Johnson, who says, "Of those people who have come into the information center with complaints, 75 percent eventually subscribed to the ser- vice." Johnson, who in the past 5 years has taken part in advertising and promotion for more than 150 systems in 30 states, went on to say, "I was concerned about people's reaction to underground construction. Unless you're fully aware of what's going on, it can be quite a shock to look out your win- dow and see a crew of men and machines digging up your lawn and tunneling under your driveway. "But the contractor's crews and the city crews did such a great job of leaving everything just as they found it, you could sense, after a short time, that the people were ac- cepting us as being honest and sincere with them, and that we were doing a good job. The crews are working close to the homes, with all trucks and trailers bearing Cablevision identification, "Here Comes Cablevision," consequently, the sales program has been given added impetus; more than would have been gained from an overhead system. "An underground system quickly gains the public's interest, because of all the activity in several neigh- borhoods at one time. If the job is well done, with a minimum of in- convenience, you also gain the public goodwill —an invaluable aid to sales," he said. Cablevision's advertising and promotion of the system actually did not begin until the downtown information center and the service center were completed, which was in early November. The information center, formerly the ground floor of the Cheyenne Hotel, occupies one of the busiest downtown street corners in the city. The leased space A Cablevision hostess welcomes visitors to the small theater in the information center. A 10- minute sound -film presentation which explains cable TV, and what it will mean to the city is shown here Cablevision hostesses, who make a number of club and public appearances, show two additional "advertisements" for the system: one of 30 residential bus -stop benches, and a city bus which has been completely repainted with Cablevision information. Page Four was completely remodeled, inside and out, by Alexander DuHay, an associate of J. Marshall Morin In- teriors, Colorado Springs. DuHay chose to maintain the traditional design of the old hotel itself b g Y using vertical- ribbed redwood pan- els on the exterior of the center, combined with authentic gaslight fixtures in contemporary styling. He retained the existing glass space on the two sides of the building, so they could be utilized for dramatic showcase displays of what Cable- vision was bringing to the city in the form of programming, infor- mation and services. He carried the traditional feeling into the reception room of the cen- ter, through the use of cork wall covering and beige, brown and white floor covering. The furnish- ings, complete with hanging lamps, include a reception desk and lounge chairs, which are contemporary, and yet in keeping with the decor. On the wall behind the reception desk is mounted a bank of tele- vision sets, representing the chan- nels which will be on the cable. On another wall is mounted a tele- vision camera, in closed- circuit with a desk monitor, which allows visitors to see themselves on the screen. Two floor monitors are screening local weather and As- sociated Press news. Fred McElroy, Cablevision's gen- �ral manager, and regional manager for a number of Vumore Company systems, maintains his office at the Information center. He says it is a rather common practice for bus- inessmen and office personnel in :he area to come into the infor- mation center on their lunch -hour and stand around the monitor. Other visitors to the information ,enter are greeted by Cablevision's staff of pretty girls, who are wear - Ing dresses especially designed for :hem by a New York designer. (The tresses are silk, imprinted with sear- psychedelic designs in char - seuse, magenta and royal blue. The girls also wear knee -high boots of :he latest fashion). The hostesses tispense Cablevision brochures -16 Sages, including a double fold -out and a subscription blank, printed n full color— entitled, "Cablevision .. something to get excited about!" vhich explains cable TV and what t means to Colorado Springs. The visitors are then ushered into the air - conditioned Cablevision theater, which comfortably seats a dozen persons. After brief wel- coming remarks by a hostess, a mention again of the brochure and its subscription blank, the hostess pushes a button which begins an automatic series of events: The drapes at the front of the theater open to reveal a large screen. The theater lights are dimmed. 'Ave Carousel slide pro- jectors, activated by a pulse on the sound -tape unit, begin a 10- minute color presentation of the advantages of cable TV to Colorado Springs. The slide projectors, operating in tandem, are synchronized for lap - dissolves. This eliminates flashes of light and fram shadows on the screen. The tape cartridges used for the audio portion of the presen- tation are multi -dub recordings, complete with voice, music em- phasis and sound effects. Once the presentation is com- pleted, the theater lights go up, the drapes close and the projectors re- set themselves for the next showing. According to McElroy, 80 percent of the people who see the presen- tation sign up for cable service be- fore they leave the building. ( A duplicate of the presentation, em- ploying a portable projector- viewer unit, is used by Cablevision's hos- tesses at club and business -group luncheons.) Cablevision's service center, pre- sided over by Bill Ross, vice presi- dent in charge of engineering, and George Milner, Vumore Company's chief engineer assigned to the Colo- rado Springs project, is a remodeled warehouse on the north edge of the city. The center presently employs 27 persons, including office and technical help. In addition to hous- ing all cable and power and ampli- fication hardware used in the system, the complex includes of- fices, a layout room, a map room, and a test lab where cable and equipment used in the installation is analyzed. Cablevision's twenty -two air - conditioned, 2 -way radio equipped service vehicles, vans, pickups, station wagons and one Scout — are painted a striking metallic gold. The Cablevision emblem, painted in red and peacok blue on a white field, is prominent on all vehicles. Page Five Service personnel wear distinctive blue jump- suits, complete with the Cablevision emblem. Cablevision has purchased land and is in the process of building a permanent home for its Colorado Springs operation. To be known as the Cablevision Communication Center, it will house all office and technical service functions. Head - end facilities have already been con- structed on the site. Despite continuing opposition by Colorado Springs, Pueblo and Den- ver broadcasters, as well as the National Association of Broad- casters, Cablevision will, upon com- pletion of the system, have invest- ed more than 83 million in the project. (The Federal Communi- cations Commission made a ruling on the cable TV service in favor of Cablevision in mid -April of this year. The matter is being continued, however, with subsequent protest filings.) Cablevision management feels the investment is proper and justi- fied ; pointing g o to the fact that the system has been well received in Colorado Springs, and that it also serves as a standard - bearer for all the firm's systems on Colorado's Eastern Slope. ( Cablevision's entire facilities in Colorado Springs were given close scrutiny in mid -June by municipal officials from all over the state, who met in the city for the 46th Annual Conference of the Colo- rado Municipal League. Cablevision held open- house —and provided a bus for delegates to tour its system and facilities). Johnson said the only concen- trated advertising that has been done in the area was during a period between November of last year and February of this year. "Naturally, our information center, the girls, the theater, our service center trucks and personnel, all are cons- tantly advertising Cablevision. All the equipment that is out in the neighborhoods placing cable bears our identification. And we have thirty bus -stop benches through- out the residential areas which carry our advertising, as well as one city bus which was completely repainted as a mobile advertisement for Cablevision, and it is on a different route every day, which gives us a lot of exposure." Johnson said he believes the bench advertisements are much more effective, because of their neighborhood locations, and are much less expensive than bill- boards. Johnson began the advertising campaign with 2 -color double -truck ads in both of the city's newspapers and a 2 -page spread in TV Guide. During the first half of December, several small ads appeared in both papers, and just prior to Christmas 2 -color full pages were used in each paper on three different occasions. Johnson emphasized that from the time of the granting of the permit for the system, there have been "reams of free advertising, in the form of news stories, and inter- views on radio —both Bob Clark and Bill Daniels participated in in- terviews, and had a very lively de- bate with a couple of TV broad- casters." In early December, a schedule was set which averaged ten com- mercial announcements on four radio stations each day until the first of February. The 4 -color bro- chure "Cablevision ... something to get excited about!" also went out to the 30,000 homes in the city limits during December. Direct mail equipment is housed at Cable - vision's information center, and �r mailings to subscribers and non- subscribers (progress reports, etc.) have been greatly facilitated by the effort that has gone into compiling accurate address -plate files. The brochures also are carried in colorful display units which have been made for the city's some 100 TV dealers. "We haven't done a lot of adver- tising since the middle of February," Johnson says, "because the re- sponse was so terrific. However, we did run a short series of commercials on the Pueblo television station, which covers the Springs area with a grade A signal. And the crews that are out making installations to the homes are leaving doorknob - hangers on nearby non - subscribers homes, which say, in effect, `Your neighbor, Mrs. Jones has subscribed to cable television and will soon be receiving Cablevision.' The idea is to get the non - subscribers to dis- cuss cable TV with the subscribers." An all -out campaign is planned to coincide with the introduction of signals over the cable. Additionally, both newspapers have offered the covers of their weekend supple- ments —one in 4- color, the other in 2- color —plus inside articles en- titled, "Cablevision comes to Colo- rado Springs." An especially designed trailer unit, one side of which opens up to display a bank of color TV sets P Y under a colorful awning, will be constantly moving to appropriate locations, such as shopping centers, TV dealer - promotions, sporting e- vents and the like. The Cablevision girls will accompany the unit and distribute promotional material, as well as operate the same - audio- visual presentation used before various clubs and groups. "We should get a lot of response to the trailer unit," Johnson says. "The people can see all the signals on the system, learn from the presentation what it's all about, and sign up right on the spot if they wish." He emphasized that the concept of t P romotion of the Colorado Springs system has been, and will continue to be, based on audio- visual sell. "All the things we've built, designed or have going for us in the Springs, including the per- sonnel, are part of an effort to pro- ject an image, and one which we can all be proud of. Our sales messages are all audio - visual— before the various groups, in the Cablevision theater, on the trailer unit and, soon, in door -to -door campaigns." Johnson said the door -to -door cam- paigns will begin soon after signals are available, but that the campaign won't begin until cable service can actually be offered. Bob Clark, commenting on the procedures followed in dealing with all segments of the public, says, "We've tried to put into use in Colo- rado Springs rin s all the do's and don't's we've learned in the operation of other systems. We've made an ef- fort to present ourselves as good neighbors in the community. We have one of the finest installations in the country, which will serve as a guide in all our future projects." Vumore Video Corporation of Colorado, Inc. has run into a lot of opposition, but not unexpectedly. While it has been one of the most controversial CATV systems in the nation, it is also destined to become one of the most exceptional. Q REPRINTED FROM TV COMMUNICATIONS 207 N.E. 38th • OKLAHOMA CITY, OKLA 73105 • (405) JA 83523 i i +1 U l t z 1 r .1 1 1 'l' 1 I�l A Cable System Planned And Built For The Future The cable system now being completed in Colorado Springs is, without question, one of the most advanced installations to date. The physical plant and management concepts behind it are all focused on the future. G L`]� J e've concentrated our most girls to answer specific questions. V have placed more than four hundred v determined efforts in Colo- We've built a service center out miles of coaxial cable, employing rado Springs. We've put an infor- north of the city, and staffed it with twenty- channel equipment, which motion center on the number one qualified technicians, who have the will make up the world's largest traffic corner n downtown, vn with a finest electronic equipment and underground cable TVs stem." small theater where potential sub- twenty-two brand-new service ve These are the words of Bill scribers can see and hear the cable hicles at their disposal. Daniels, president of Denver -based TV story, and have a staff of pretty "And by mid - summer, we will Daniels & Associates, Inc., CATV REPRINTED FROM TV COMMUNICATIONS 207 N E 38th • OKLAHOMA CITY, OKLA 73105 • (405) JA 8 -3523 b lt" : I I , E2,f Fidelity and Deposit COMPANY OF MARYLAND SINCE a 1890 Bonding and Insurance G3102 -24M, 10.63 164804 f • .s r •