ARCHIVED -  Decision CRTC 97-649

Decision

Ottawa, 20 November 1997

Decision CRTC 97-649

Valley Cable Vision Limited (on behalf of a corporation to be incorporated), Interlake Cable T.V. Ltd. and Videon CableSystems Inc.

Altona, Carman, Holland, Manitou, Miami, Morden, Morris, Notre-Dame-de-Lourdes, Plum Coulee, St. Claude, St. Jean Baptiste, Treherne and Winkler, Manitoba - 199705670 - 199705688 - 199705696 - 199705704 - 199705711 - 199705729 - 199705737 - 199705745 - 199705753- 199705761 - 199705779 - 199705787 - 199705795 Various Locations in Manitoba- 199705803Ile-des-Chênes, Lorette, Niverville, Ste. Anne, St. Adolphe, St. Pierre, Steinbach, Beausejour, Selkirk, Stonewall and Teulon, Manitoba - 199705828 - 199705836 -199705844 - 199705852- 199705860 - 199705878 - 199705886 - 199705894 - 199705902 - 199705919 - 199705927

Transfer of control and acquisition of assets

1. At a Public Hearing in the National Capital Region held on 22 September 1997, the Commission considered a number of inter-related applications from Valley Cable Vision Limited (Valley), Interlake Cable T.V. Ltd. (Interlake), and Videon CableSystems Inc. (Videon). The series of transactions was structured in three separate phases.

2. In the first phase of the series, Valley applied, on behalf of a corporation to be incorporated and to be known as Valley Cable Vision (1997) Limited (Valley 1997), to acquire the assets of 13 cable distribution undertakings serving various locations in Manitoba.

3. In the second phase of the transactions, the Commission considered an application by Interlake for authority to transfer shares held by three parties in Interlake to Videon. The result would be Valley, a wholly-owned subsidiary of Interlake, being ultimately controlled by Videon.

4. In the final phase of the series, Videon requested approval of an application for authority to acquire the assets of 11 cable distribution undertakings serving several other Manitoba communites, four of which are owned by Interlake, the remainder by Valley. Following an approval of this application, this phase of the transaction contemplated that both Valley and Interlake would be wound up.

5. All of the applications noted above are approved. Details of the various transactions are set out below:

Phase One:

6. The Commission approves the applications by Valley, on behalf of a corporation to be incorporated (Valley 1997), for authority to acquire the assets of the cable distribution undertakings serving Altona, Carman, Holland, Manitou, Miami, Morden, Morris, Notre-Dame-de-Lourdes, Plum Coulee, St. Claude, St. Jean Baptiste, Treherne and Winkler from Valley, and for broadcasting licences to continue the operation of these undertakings.

7. The Commission will issue licences to Valley 1997, expiring 31 August 2003, upon surrender of the current licences. The operation of these undertakings will be regulated pursuant to Parts I, III and IV of the Cable Television Regulations, 1986 (the regulations). The authority granted herein is subject to the same conditions as those in effect under the current licences, as well as to any other condition specified in this decision and in the licences to be issued.

8. This authority will only be effective and the licences will only be issued at such time as the Commission receives documentation establishing that an eligible Canadian corporation has been incorporated in accordance with the application in all material respects and that it may be issued a licence.

9. The Commission notes that this transaction represents an intra-corporate reorganization that does not alter the effective control of the licensee.

10. With respect to the undertakings serving Altona, Carman, Morden and Winkler, and in addition to the services required or authorized to be distributed pursuant to the applicable sections of the regulations, the licensee is authorized to continue to distribute, at its option, KGFE-TV (PBS) Grand Forks, North Dakota, received via microwave, as part of the basic service.

11. Also with respect to the undertakings serving Altona, Carman, Morden and Winkler, it is a condition of each licence that the systems share in the joint use of a distant head end located at Tolstoi, Manitoba.

12. With respect to the undertakings serving Notre-Dame-de-Lourdes and St. Claude, and in addition to the services required or authorized to be distributed pursuant to the applicable sections of the regulations, the licensee is authorized, by condition of licence, to continue to distribute, at its option, CFTM-TV (TVA) Montréal, received via satellite from CANCOM, as part of the basic service.

13. With respect to the undertaking serving Miami, and in addition to the services required or authorized to be distributed pursuant to the applicable sections of the regulations, the licensee is authorized to distribute, at its option, the programming service of WXYZ-TV (ABC) Detroit, Michigan, a duplicate ABC signal, received via satellite from CANCOM, as part of the basic service.

14. It is a condition of each licence that, for community programming and any other programming of a service that it originates, the licensee adhere to the guidelines on the depiction of violence in television programming set out in the Canadian Association of Broadcasters' (CAB) Voluntary Code Regarding Violence in Television Programming, as amended from time to time and approved by the Commission.

Phase Two:

15. Also following the public hearing held on 22 September 1997, the Commission approves the application by Videon on behalf of Interlake for authority to transfer effective control of Interlake and its wholly-owned subsidiary Valley, licensee of the cable distribution undertakings serving Ile-des-Chênes, Lorette, Niverville, Ste. Anne, St. Adolphe, St. Pierre and Steinbach, to Videon through the transfer of all the issued and outstanding shares held by Michael McLean, 2892031 Manitoba Ltd., and the Michael McLean Family Trust to Videon.

16. As a result of this transaction, Videon will acquire effective control of Interlake and its wholly-owned subsidiary Valley.

Phase Three:

17. As the final step in this series of transactions, the Commission approves the applications by Videon, for authority to acquire the assets of the cable distribution undertakings serving Ile-des-Chênes, Lorette, Niverville, Ste. Anne, St. Adolphe, St. Pierre and Steinbach from Valley, and the cable distribution undertakings serving Beausejour, Selkirk, Stonewall and Teulon from Interlake, and for broadcasting licences to continue the operation of these undertakings.

18. The Commission will issue licences to Videon, expiring 31 August 2003, upon surrender of the current licences. The operation of these undertakings will be regulated pursuant to Parts I, III and IV of the Cable Television Regulations, 1986, (the regulations) with the exception of the undertaking serving Selkirk, which will be regulated pursuant to Parts I, II and IV of the regulations. The authority granted herein is subject to the same conditions as those in effect under the current licences, as well as to any other condition specified in this decision and in the licences to be issued.

19. With respect to the undertaking serving Steinbach, and in addition to the services required or authorized to be distributed pursuant to the applicable sections of the regulations, the licensee is authorized to continue to distribute, at its option, KGFE-TV (PBS) Grand Forks, received via microwave, as part of the basic service.

20. Also with respect to the undertaking serving Steinbach, it is a condition of licence that the system share in the joint use of a distant head end located at Tolstoi, Manitoba.

21. With respect to the undertakings serving Lorette, St. Pierre and Ste. Anne, and in addition to the services required or authorized to be distributed pursuant to the applicable sections of the regulations, the licensee is authorized, by condition of licence, to continue to distribute, at its option, CFTM-TV (TVA) Montréal, received via satellite from CANCOM, as part of the basic service.

22. With respect to the undertaking serving Selkirk, in addition to the services required or authorized to be distributed pursuant to the applicable sections of the regulations, the licensee is authorized, by condition of licence, to continue to distribute, at its option, WTOL-TV (CBS) Toledo, Ohio and WDIV (NBC) Detroit, received via satellite from CANCOM, as part of the basic service.

23. With respect to the undertakings serving Selkirk, Beausejour and Stonewall, the licensee is authorized to continue to distribute, at its option, KGFE-TV (PBS) Grand Forks and WDAZ-TV (ABC) Devils Lake, North Dakota, received via microwave, as part of the basic service.

24. The licensee is also authorized to distribute, at its option, in Beausejour and Stonewall, the programming service of WXYZ-TV (ABC) Detroit, a duplicate ABC signal received via satellite from CANCOM, as part of the basic service.

25. Also with respect to the undertakings serving Beausejour and Stonewall, it is a condition of licence that the systems share in the joint use of a distant head end located at Tolstoi, Manitoba.

26. It is a condition of each licence that, for community programming and any other programming of a service that it originates, the licensee adhere to the guidelines on the depiction of violence in television programming set out in the CAB's Voluntary Code Regarding Violence in Television Programming, as amended from time to time and approved by the Commission.

This decision is to be appended to each licence.

Laura M. Talbot-Allan
Secretary General

This document is available in alternative format upon request.