43
2930 East Third Avenue Daniels & P.O. Box 6008 Associates, Inc. Denver, Colorado 80206 303 321-7550 DANIELS & ASSOCIATES, INC. July, 1981 A PROFILE It is the business philosophy of & Associates, Inc., to support its clients' needs with all of its resources, experience and concerted judgement. Daniels as a company is unique, servlng the cable communications industry in three primary ways: brokerage services, investment services and system management. The Management Division offers experbise in four key areas of cable system management: administration, marketi m g, accounting and engineering. Daniels operates 21 cable systems in 11 st ia' ::.es and is one of the few companies that manages systems it does not conttol, testimony to its clients' trust and regard. The Brokerage Division has led the cabQe industry in volume of sales initiated every year since 1958 when it was fo: rrned as part of a cornmi tment to be the first brokerage firm specializing in cable television. Because the cable marketplace is more active than ever ! before, Daniels' brokers must be highly skilled professionals who are committed to structuring transactions to benefit both seller and buyer. Daniels' brokers have completed analyses of all companies they represent. An analysis typically examines growth potential, engineering, operations, manage- ment procedures, programming, marketing, services, staff and financial projec- tions. The broker will provide analysis, and his own judgement and perspective, to prospective buyers to the acquisition opportunity meets the buyers' overall business objectives and investment needs. The Investment Services Division works through national and regional financial institutions to secure debt and maDY sources to obtain equity for cable operators of virtually every size. Daniels' investment bankers not only have secured capital, but historically--through services provided--have made it possible for system operators to turn that capital into profit. Daniels has been an industry innovatqr and has introduced a number of major companies to the cable industry Times-Mirror Company Teleprompter Corporation Chicago Tribune Scripps-Howard Broadcasting Storer Broadcasting Capital Cities Communications General Tire & Rubber Cox Broadcasting Corporation As a client, you may be assured of 1 t:'1e highest professional integrity and judgement from Daniels' professionals . Our 25 years of experience and broad perspective will ensure your objectives are attained.

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2930 East Third AvenueDaniels amp PO Box 6008

Associates Inc Denver Colorado 80206 303 321-7550

DANIELS amp ASSOCIATES INC July 1981 A PROFILE

It is the business philosophy of Dan~e ls amp Associates Inc to support its clients needs with all of its resources experience and concerted judgement Daniels as a company is unique servlng the cable communications industry in three primary ways brokerage services investment services and system management

The Management Division offers experbise in four key areas of cable system management administration marketimg accounting and engineering Daniels operates 21 cable systems in 11 stiaes and is one of the few companies that manages systems it does not conttol testimony to its clients trust and regard

The Brokerage Division has led the cabQe industry in volume of sales initiated every year since 1958 when it was forrned as part of a cornmi tment to be the first brokerage firm specializing in cable television Because the cable marketplace is more active than ever before Daniels brokers must be highly skilled professionals who are committed to structuring transactions to benefit both seller and buyer

Daniels brokers have completed analyses of all companies they represent An analysis typically examines growth potential engineering operations manageshyment procedures programming marketing services staff and financial projecshytions The broker will provide th~ analysis and his own judgement and perspective to prospective buyers to ~nsure the acquisition opportunity meets the buyers overall business objectives and investment needs

The Investment Services Division works through national and regional financial institutions to secure debt and maDY sources to obtain equity for cable operators of virtually every size Daniels investment bankers not only have secured capital but historically--through services provided--have made it possible for system operators to turn that capital into profit

Daniels has been an industry innovatqr and has introduced a number of major companies to the cable industry includ~ ng

Times-Mirror Company Teleprompter Corporation Chicago Tribune Scripps-Howard Broadcasting Storer Broadcasting Capital Cities Communications General Tire amp Rubber Cox Broadcasting Corporation

As a client you may be assured of 1t1e highest professional integrity and judgement from Daniels professionals Our 25 years of experience and broad perspective will ensure your objectives are attained

One of the amenities of the plush Daniels office is an executivcent dining room

Setting the table Denver-based Daniels amp Associates offers Cl tull menu of specialized services for the cable industryW hen I first came here in

1965 we just had a numshyber of people who wore a

number of hats reports Daniels amp Associates Vice Chairman and CEO John Saeman Wed go on a business trip wed be a broker wed be a consultant wed be an operating head It just depended on what part of the company we were going to and who was doing it This scatter-gun apshyproach of course suited a new inshydustry and suited the personality of company founder and Chairman Bill Daniels

But just as the cable television industry as a whole has changed and turned to specialization so has Daniels amp Associates where specialization in the companys diverse cable interests has become necessary and where the company has begun to shed its entreshypreneurial and eclectic approach in favor of a disciplined functional organizational chart

And although Denvers pioneering ca ble concern has necessarily had to mature along with the rest of the industry it has not given up innovashytion or its characteristic willingness to explore new territory particularly in

the financial servic(ls arena Nor has the company whicH has brought the likes of Irving Kah~ Monroe Rifkin and Gene Schneider into the cable television business lost its proselyshytizing spirit having brought into its fold over the past year anum ber of top executives from outside of the cable television industry

Today Daniels ampIAssociates stands as one of few truly diverse cable communications cOfIlpanies It is one of the countrys top iMSOs operating 24 cable systems inl 12 states It is a general partner i~ Rainbow Proshygramming one of tlie more successful new cable programiners of the past couple years It has ~een instrumental in establishing The ~entennial Fund an innovative equity fund ($50 million) for cable operators lit has ventured into the pu blic offerihg of limited cable partnerships throijgh the recently formed American C~ble TV Investors It remains cable telJvisions foremost investment-banker

Commenting on the companys Iongmiddotmiddotstanding involvement in both cable operation and brokerage CEO Saeman remarks 1jhe operating part has always been an important part of

the Daniels operation We like the business and we know it and it s profita ble I t gives us a dimension as an investment banker and broker that typically an investment banker and broker doesnt have-an ability to relate to operating situations is a definite and distinct advantage

In termsof revenues Saeman emphasizes however the most imshyportant segment business of our operation today really is the brokerage and investment banking business

This emphasis on the investment banking side of the operation has led the company in the recent past to solidify its brokerage arm and find the financial specialists needed to serve the changing financial environment of cable television

Comments Saeman I think the nature of the marketplace is changing on a daily basis and many of the restructurings that have taken place over the last two years have come about because of the need to grow with the industrys needs

The financial pressures of the last couple of years on many cable operashytors have been obvious particularly with the kind of interest rates we have had The number of mergers and acquisitions that have taken place over the last couple of years is a matter of history [Cable Vision] reports on those in every edition Its kind of mindshyboggling and we dont see much happening thats going to change that

If anything the marketplace is going to continue to grow because the industry itself ismiddot growing at a rapid pace The demand for capital is great the demand for financial services is great We see that continuing very aggressively and our restructuring

Tom Marinkovich has served as Daniels president and chief operating officer since April 1981

over t he past few yea rs has reOected that

This restructuring in fact has meant seeking out top people in financial fields and starts at the very top of the Daniels organization President and chief operating officer of the company since April 1981 is Tom Marinkovich who Vice Chairshyman Saeman reports brings a very special discipline with him Tom was the senior tax partner at Price-Watershyhouse here in Denver and managed the tax department of 17 people

And Saeman continues if theres anything the cable industry has a need for today with the many structures we have its tax advice That kind of discipline embodied in the president and chief operating officer is a distinct advantage we get great utilization out of Toms talent in that area

Complementing the tax experience of Marinkovich is another Daniels newcomer Executive Vice President and Corporate Counsel Bob NageL Saeman reports that Nagel had been legal counsel to Daniels for the past ten years and we were able to entice him away to join us on a full-time basis Bob is a key member of our group and his principal focus is to function as a corporate counsel for us He interrelates on aJilegal matters that pertain to operations but has a fair amount of focus toward the investshyment banking and brokerage side in terms of contract administration and things of that kind which are critical to make that department work

Rounding out the senior executive

Vice Chairman and Chief Executive Officer John Saeman has proven that he is a man of ma~y different hats Says Saenian The nature of the milfketplace is changing on adaiZJ basis

staff for the investment banking division is yet another newcomer to Daniels and to cable television Execushytive Vice President F red Vierra who joined Daniels one Iyear ago and is the day-to-day operaiting head of the division Vierra joined Daniels from Denvers other farT0us company the Coors brewery where he was vice president of sales

Finally Daniels most recent signifishycant personnel move serves to provide further evidence pf the companys

A shot of the conference room in the new Daniels complex

commitment to its investment banking division This was the recent elevation of four of its investment bankers to the status of senior vice president Hugh McCulloh and Jay Busch team up in the Midwest and Northeast as senior vice presidents of respectively mershygers and acquisitions and investment services In the Southeast and West Bob Holman became senior vice president mergers and acquisitions and Tim David senior vice president investment services

Saeman explains the tandem apshyproach to Daniels investment banking territories We have representation by geographic area and the brokerage representative is out trying to work under an agency agreement to represhysent those people on the sale of their cable system At the same time working in the same territory is an investment banker who is contacting cable operators to determine financial needs growth capital rebuild capashycities and whatever These people work as a team because they have constant resource information they can share with each other Thats what we have embodied in these teams and we have developed a business opporshytunity out of it

The brokerage operation itself Saeman says developed out of the companys investment services activishyties at first by accident and fmally by design Having developed the inshyvestment banking thing we found ourselves in a position where obviousshy

~__-- Business L-shy____------______

Iy if a cable operator came in and said Im ready to sell we could take him to the marketplace with no problem In investment banking on the other hand if a ca ble opera tor needs expanshysion capital refinancing whatever its easy We can take him to the marketshyplace These are very cut and dried black and white issues

What we found happening in the last couple years in the cable industry is some people just didnt fit those categories Saeman continues You get people like say Bob Hughes in the formation of Prime Cable Bob didnt want to sell Prime Cable but he had debt capacity that was all used up For example he bought his first system in Jackson Hole Wyoming it stood on its own He wants to grow some more Bob makes a deal with Peter Gilbert for his cable system in Buffalo and Bob can get debt for that particular transaction without any problem But he needs $16 million worth of equity We couldnt fill that niche in a readily ascertaina ble manner

Obviously we knew some people and some things of that nature but Bob through venture capital sources which he solicited on his own was able to raise that $16 million

What we decided we needed to do was to fill that gap in there with something After a period of time we solidified that and are sponsoring a company called The Centennial Fund The Centennial Fund is a $50-million venture capital company which is headquartered here in Denver and which will have as one of its general partners Steve Halstead who had run our investment banking group

Daniels alumnus Halstead along with the other general partner Jack Tankersley who previously was afshy

executive Vice President and Corporshyate Coumel Bob Nagel handles the legal aspects and focusses in on investment banking

Looking in on Bill Daniels new headquarters Insert Bill Daniels

filiated with the ventllre capital arm of the Continental IIlinois Bank in Chicago will head up the fund Saeman comments tha t Jack was a proven venture capita li st and in fact had led the offering for Prime Cable Steve as a proven inJestment banker in the cable industry knows a lot of cable operators knows their needs and knows how they t hink So these two guys are running The Centennial Fund and it bridges the gap

The Centennial F~nd plans to raise 40 percent of the $50 million during the first year and 30 percent in each of the two subsequent I years Saeman reports that the minimum available ~nvestme~t in thefun9 is $2 million so It theoretIcally wIll have no more than 25 participants when iit finally closes

The intention of Ithe fund Saeshyman observes is to by a major leader an underwriting leader in cable communica tions-rela ted transactions We expect it to mltlke a series of substantial lets say three to five million dollar lead investments in cable operating comp~nies

But Saeman cautions the fund wi II not be excl usi-yely ca bl e its designed as a general purpose venture fund It will look at things that are beyond cable operations but I would expect its heavy focus to be in the cable communications industry By that I dont mean to limit it merely to operating situations It could also be involved in software it has been involved in a company called American Home Video which owns a chain of retail stores across the United States specializing in end user produCtsshylarge screen television sets video recorders video cameras video discs

etc We felt that what the consumer used to view our product could be considered to be part of the cable communications environment so we made an investment in that company

So with The Centennial Fund established through the support and assistance of Daniels amp Associates the companys most recent venture also took on an investment equity charshyacteristic This is the Daniels limited partnership American Cable TV Investors which is a joint venture middotof Daniels amp Associates and Integrated Resources Inc a diversified financial service organization headquartered in New York

According to a promotional broshychure on the recently formed limited partnership it is a publicly offered limited partnership that will engage primarily in the acquisition developshyment and operation of existing cable television systems in the United States The partnership does not intend to become involved in negotiations with local government agencies for new franchises except possibly in areas in the vicinity of franchises owned by ACT I

The first offering ACT I is a $25 million offering with a unit price of $500 and a minimum purchase of five units Like other well known cable limited partnerships one of the prinshycipal advantages of ACT I is as a tax savings but the partners promotional literature also lists appreciation capital preservation and cash flow as objectives of the fund

Systems purchased by the fund will be managed by Daniels amp Associates operating division And of course this arrangement once again points

BusilllS5 ~I_______-------------------1

out the built-in advantages Daniels has because of its financial and operating knowledge of cable televishysion systems A company spokesman remarks that Daniels became involved in the limited partnership bec~use the company realizes there is now a market for cable investment beyond the heavyweight investor The

company credits cables current popushylarity for this and gives due credit to Jones Intercable for pioneering cable limited partnerships

So as it has always been at Daniels through the entrenreneurial spirit of its founder one ithing has led to another-new bloop has been brought in new companiesiformed new divi-

Executive Vice President Fred Vierra only a one-rear veteran1with the company has added his sales experience to the investment banking di~ision

sions mounted-all because of needs unearthed by Daniels investment bankers The companys most recent efforts The Centennial Fund and American Cable TV Investors finally complete the Daniels circle closing the arc of capital formation to comshyplement Daniels existing brokerage and operating arms

And to cap what has been a landshymark year at Daniels the company has just recently moved into plush new headquarters in Denvers exclusive Cherry Creek section The new fourshystory office complex includes employshyee and executive dining facilities a racquetball court spacious tasteful executive offices state-of-the-art electronic conference and presentation facilities among other amenities

Its a long way from company founder Bill Daniels days as roughshyneck cable operator in the hinterlands of Wyoming Colorado and other western states Little did Bill Daniels realize when he first saw television in a Denver bar in the 1950s that the experience would lead to the formashytion of one of cables leading investshyment firms operators personnel recruiters and in fact the formation of the foundation of an entire industry

~---------------------------------------------------------------------------------~

copy1982 Titsch Publishing Inc All rights reserved Reprinted fro m the January 11th issue of CableVision with permission

A PROFILE OF LEADERSHIP

When a company is first to dedicate itself totally to one specific industrj when it takes innovative strides in that industry and when it continues to expand that industrys growth capabilities that company can justifiably be called a leader Daniels amp Associates is the leader in cable television services

CABLE TELEVISION INNOVATOR Daniels amp Associates was the first

company established for the sole purpose of facilitating cable TV financial transactions From its earliest beginnings the company has innovated cable television brokering system operation marketing and development of sophisticated financial structures That innovation continues to gain momentum today

Many of todays leading cable television companies were introducedto the industry by Daniels American Television and Communications Corp (now part of Tune Inc) Television Communications Corp (now part of Warner CorrununicatiQni Inc) Cox Broadcasting Tunes-Mirror Co and WGN-Continental Broadcasting (The Chicago 1hbune) are some which Daniels brought into this dynamic growing industry As the industry has grown so has the Daniels legacy

As Chairman Bill Daniels and his colleagues developed the financial structures and innovative capital formations required to operate a successful profitable cable system that expertise proved valuable to others in the industry as well The phrase nothing succeeds like success takes on new meaning when applied to the services Daniels amp Associates can offer to those who buy sell operate and invest in cable television properties

r

Today the company includes three divisions the Investment Services Group which offers investment banking services to the cable industry the Brokerage Services Group which assists both buyers and sellers in cable properties transactions and the Management Group which provides business support services to the cable industry

The Daniels people have literally grown up with the cable television industry They have been instrumental in convincing such major financial institutions as 1Tavelers Insurance John Hancock Mutual Life Insurance Company JP Morgan Interfunding (the long-term lending arm of the Morgan Guaranty Bank) and Equitable Life Assurance Society of the United States to lend their financial support to the industry And so Daniels has helped make it possible for cable television to enjoy the credibility and growth potential it so genuinely deserves

FlJLFPLLING CABLES PROMISE Other firms offering brokerage

investment or management services seem continually to appear and disappear Not so with Daniels The company was here 20 years ago when the cable industry was full of promise And the company will be here 50 years from now helping to fulfill that promise

INVESTMENT SERVICES

fr

bull J L

--~~

jn- 0IJ)7M- tiPVI t

Historically securing debt and equity capital fOf the cable television industry has not been the easiest task Cable is relatively new and in many aspects is a unique business For that reason Daniels amp Associates created its Investment Services Group This core of highly skilled investment professionals understands both cable television and investment banking They are people who succeed at putting lenders and cable operators together-for the benefit of both

SUCCESSFUL FINANCING RESULTS The Daniels Investment Services

Group works through national and regional financial institutions to secure capital for operators of virtually every size ~able system including multi-system and singleshysystem operations The Investment Group takes pride in the faCt it has never failed to secure acommitment for a listed client because thats the very best measure of the groupscompeteuronce and professionalism That success can be attributed to a thorough knowledge of lending procedures-a knowledge that works to the advantage of both lender and operator

When the Daniels Investment Services Group begL1s work with a system operator the first important step is an in-depth analysis of the operators business objectives Debt capacity is studied Growth potential is estimated Operations and management are reviewed The systems financial history is scrutinized All are necessary so the Daniels investment manager can match the system with the appropriate financial resources

If during the analysis and review stage any operational problems are identified Daniels offers solutions to those problems That makes for a better system and eases the financing proced ure

After comprehensive value analysis the investment manager prepares a professional and thorough loan presentation This presentation includes information on a systems operations management financial history appraised value and anticipated performance It also

includes an exact description of the desired terms purpose for which the money will be used payment plans and the terms and conditions of the loan agreement

Once the presentation is complete the investment manager then begins to secure and expedite the loan working with appropriate sources to acquire the required funds Here again the Daniels name is of great value As a recognized cable television leader Daniels has earned credibility and respect in the financial community The company was responsible for introducing the cable industry to major financial institutions as well as leading capital investment firms such as Narragansett Capital Corporation and The Prospect Company And the company continues its efforts daily to create new funding sources and maintain contact with its current major lenders

The objective of all investment efforts is to assist cable system operators in establTshing long-term relationships with responsive financial institutions

The Investment Services Group is supported by an extremely capable back-up staff People who have virtually written the book on cable television management operation and financing In this respect Daniels is unique among investment banking firms providing service to the cable industry

In addition to the placement of debt the Investment Services Group structures limited partnership and institutional equity ventures as well

EXTENDED VALUE As a uniquecabletelevision

investment resource the Daniels Investment Group has provided its customers with consulting and financial services that have had extended value Not only has Daniels secured capital but historically-through services provided-made it possible for system operators to turn that capital in to profit And that is the most compelling consideration of all

3

2930 East Third AvenueDaniels amp PO Box 6008

Associates Inc Denver Colorado 80206 303321-7550

DANIELS amp ASSOCIATES INC July 1981 A PROFILE

It is the business philosophy of Daniels amp Associates Inc to support its clients needs with all of its resour~es experience and concerted judgement Daniels as a company is unique serving the cable communications industry in three primary ways brokerage services investment services and system management

The Management Division offers expertiBe in four key areas of cable system management administration marketing accounting and engineering Daniels operates 21 cable systems in 11 states and is one of the few companies that manages systems it does not contFol testimony to its clients trust and regard

The Brokerage Division has led the cabie industry in volume of sales initiated every year since 1958 when it was formed as part of a commitment to be the first brokerage firm specializing in cable television Because the cable marketplace is more active than ever before Daniels brokers must be highly skilled professionals who are committed to structuring transactions to benefit both seller and buyer

Daniels brokers have completed analyses of all companies they represent An analysis typically examines growth potential engineering operations manageshyment procedures programming marketing services staff and financial projecshytions The broker will provide the analysis and his own judgement and perspective to prospective buyers to ensure the acquisition opportunity meets the buyers overall business objectives and investment needs

The Investment Services Division works through national and regional financial institutions to secure debt and many sources to obtain equity for cable operators of virtually every size Daniels investment bankers not only have secured capital but historically--through services provided--have made it possible for system operators to turn that capital into profit~

Daniels has been an industry innovator and has introduced a number of major companies to the cable industry including

Times-Mirror Company Chicago Tribune Storer Broadcasting General Tire amp Rubber

Teleprompter Corporation Scripps-Howard Broadcasting Capital Cities Communications Cox Broadcasting Corporation

As a client you may be assured of the highest professional integrity and judgement from Daniels professionals Our 25 years of experience and broad perspective will ensure your objectives are attained

j _ (lC

VAIH HESEAHCI-I C01lPAY tRASPJ~~ATION

COlJlERCIALiIDCSTRIAL DE ELOPERS bull PEL EST ATE BHO- ERS

POBOX 310 CiT y HALL PLAZA d98ZJE~ ~2~ M 4c )Jt~ VANIR lOWER February 18 1982

FIL E NO___-=J Y - shyRO t i~)amp ___

I I _ -

Mr Donald R Howery General Manager DEPARTMENT OF TRANSPORTATION Room 1600 City Hall Los Angeles California 90012

Dear Mr Howery

Please be advised that Vanir Research Company will make available all the necessary equity and debt funds to construct operate and maintain the cable television system within the City of Los Angeles area known as Boyle Heights in the amount of $385 million as per the requirements of the enabling odinance No 156295 granting a cable franchise for the Boyle Heights area to Buena Vista Telecommunications of Boyle Heights Inc

I am enclosing a copy of my certified financial statement which is to remain confidential and not for public disclosure Should you require any additional information please advise at your earliest convenience For further verification of Vanirs financial capability to construct operate and maintain this cable TV system you may contact Mr Richard S Koon Vice President and Manager Crocker National Bank Construction Finance 1475 S Bascom Avenue Suite 101 Campbell California 95008

Very truly yours

VANIR RESEARCH COMPANY

HFDdlf

Enclosure Certified Financial Statement and accompanying Interim Summary Statement

VANIR RESEARCH COMPANY 1982 FEB 22 PM 4 i I (A DBA of H Frank Dominguez)

FINANCIAL STATEMENT

FEBRUARY 28 1 1981

Attached statement and supporting schedules both printed ~

and written give a full~ true and correct statement o~

the financial condition of the Vanir Research Company as of

the date indicated

There are not any material modifications that should be

made to the accompanying financial statement for the period

ending February 15 1982

~UNTANT

(A VANIR RESEARCH COMPANY DBA of H Fran~Do~i~guez

FINANCIAL STATEMENT

FEBRUARY 28 198i

ASSETS

CURHENT ASSETS Cash in Danks Deposits Accounts Receivable Notes Receivable - Short Term

$ 732481 36410

2103794

19800

TOTAL CURRENT ASSETS $ 2892485

Notes Receivable - Long Term 707553

Undistributed Funds Receivable 145736

Real Estate Income Property Investments 25544844

Land Leases and Development

Real Estate Owned for 9502419

Other Assets 9210407

TOTAL ASSETS bull $ 48003444

VANIR RESEARCH COnPANY

(A DBA of H Frank Dominquez

FINANCIAL STATE~E~T i middot

FEBRUARY 28 1981

LIABILITIES

CURRENT LIABILITIES

Current Maturities of Secured Notes $ 394126

NON-CuRRENT LIABILITIES Long Term Secured Notes

Payable 14538063

TOTAL LIABILITIES $ 14932189

NET ~vORTH 33071255

TOTAL tIABILITIES AND NET WORTH $ lt18003444

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

-1-

EXHIBIT A

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

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====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

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I II

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

-I

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

-6shy

Jil

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I I I I I I III

f-shyz lti f-shy

I z gt 0 u u lti

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( gt-z

w a u w

lt CI

z[ 1 a lt w -a w

[ IT lt

r ) I J J

J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

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11

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lt f-Z J 0 U U) lt

U J

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CD J Q

w u ~

w u w Z J cr

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z ] laquo

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----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

I I

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u J ltXl

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

I J f-Z laquo fshyz l o U u laquo u en l shyo w u i= [( w U

w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 2: Daniels and Assoc

One of the amenities of the plush Daniels office is an executivcent dining room

Setting the table Denver-based Daniels amp Associates offers Cl tull menu of specialized services for the cable industryW hen I first came here in

1965 we just had a numshyber of people who wore a

number of hats reports Daniels amp Associates Vice Chairman and CEO John Saeman Wed go on a business trip wed be a broker wed be a consultant wed be an operating head It just depended on what part of the company we were going to and who was doing it This scatter-gun apshyproach of course suited a new inshydustry and suited the personality of company founder and Chairman Bill Daniels

But just as the cable television industry as a whole has changed and turned to specialization so has Daniels amp Associates where specialization in the companys diverse cable interests has become necessary and where the company has begun to shed its entreshypreneurial and eclectic approach in favor of a disciplined functional organizational chart

And although Denvers pioneering ca ble concern has necessarily had to mature along with the rest of the industry it has not given up innovashytion or its characteristic willingness to explore new territory particularly in

the financial servic(ls arena Nor has the company whicH has brought the likes of Irving Kah~ Monroe Rifkin and Gene Schneider into the cable television business lost its proselyshytizing spirit having brought into its fold over the past year anum ber of top executives from outside of the cable television industry

Today Daniels ampIAssociates stands as one of few truly diverse cable communications cOfIlpanies It is one of the countrys top iMSOs operating 24 cable systems inl 12 states It is a general partner i~ Rainbow Proshygramming one of tlie more successful new cable programiners of the past couple years It has ~een instrumental in establishing The ~entennial Fund an innovative equity fund ($50 million) for cable operators lit has ventured into the pu blic offerihg of limited cable partnerships throijgh the recently formed American C~ble TV Investors It remains cable telJvisions foremost investment-banker

Commenting on the companys Iongmiddotmiddotstanding involvement in both cable operation and brokerage CEO Saeman remarks 1jhe operating part has always been an important part of

the Daniels operation We like the business and we know it and it s profita ble I t gives us a dimension as an investment banker and broker that typically an investment banker and broker doesnt have-an ability to relate to operating situations is a definite and distinct advantage

In termsof revenues Saeman emphasizes however the most imshyportant segment business of our operation today really is the brokerage and investment banking business

This emphasis on the investment banking side of the operation has led the company in the recent past to solidify its brokerage arm and find the financial specialists needed to serve the changing financial environment of cable television

Comments Saeman I think the nature of the marketplace is changing on a daily basis and many of the restructurings that have taken place over the last two years have come about because of the need to grow with the industrys needs

The financial pressures of the last couple of years on many cable operashytors have been obvious particularly with the kind of interest rates we have had The number of mergers and acquisitions that have taken place over the last couple of years is a matter of history [Cable Vision] reports on those in every edition Its kind of mindshyboggling and we dont see much happening thats going to change that

If anything the marketplace is going to continue to grow because the industry itself ismiddot growing at a rapid pace The demand for capital is great the demand for financial services is great We see that continuing very aggressively and our restructuring

Tom Marinkovich has served as Daniels president and chief operating officer since April 1981

over t he past few yea rs has reOected that

This restructuring in fact has meant seeking out top people in financial fields and starts at the very top of the Daniels organization President and chief operating officer of the company since April 1981 is Tom Marinkovich who Vice Chairshyman Saeman reports brings a very special discipline with him Tom was the senior tax partner at Price-Watershyhouse here in Denver and managed the tax department of 17 people

And Saeman continues if theres anything the cable industry has a need for today with the many structures we have its tax advice That kind of discipline embodied in the president and chief operating officer is a distinct advantage we get great utilization out of Toms talent in that area

Complementing the tax experience of Marinkovich is another Daniels newcomer Executive Vice President and Corporate Counsel Bob NageL Saeman reports that Nagel had been legal counsel to Daniels for the past ten years and we were able to entice him away to join us on a full-time basis Bob is a key member of our group and his principal focus is to function as a corporate counsel for us He interrelates on aJilegal matters that pertain to operations but has a fair amount of focus toward the investshyment banking and brokerage side in terms of contract administration and things of that kind which are critical to make that department work

Rounding out the senior executive

Vice Chairman and Chief Executive Officer John Saeman has proven that he is a man of ma~y different hats Says Saenian The nature of the milfketplace is changing on adaiZJ basis

staff for the investment banking division is yet another newcomer to Daniels and to cable television Execushytive Vice President F red Vierra who joined Daniels one Iyear ago and is the day-to-day operaiting head of the division Vierra joined Daniels from Denvers other farT0us company the Coors brewery where he was vice president of sales

Finally Daniels most recent signifishycant personnel move serves to provide further evidence pf the companys

A shot of the conference room in the new Daniels complex

commitment to its investment banking division This was the recent elevation of four of its investment bankers to the status of senior vice president Hugh McCulloh and Jay Busch team up in the Midwest and Northeast as senior vice presidents of respectively mershygers and acquisitions and investment services In the Southeast and West Bob Holman became senior vice president mergers and acquisitions and Tim David senior vice president investment services

Saeman explains the tandem apshyproach to Daniels investment banking territories We have representation by geographic area and the brokerage representative is out trying to work under an agency agreement to represhysent those people on the sale of their cable system At the same time working in the same territory is an investment banker who is contacting cable operators to determine financial needs growth capital rebuild capashycities and whatever These people work as a team because they have constant resource information they can share with each other Thats what we have embodied in these teams and we have developed a business opporshytunity out of it

The brokerage operation itself Saeman says developed out of the companys investment services activishyties at first by accident and fmally by design Having developed the inshyvestment banking thing we found ourselves in a position where obviousshy

~__-- Business L-shy____------______

Iy if a cable operator came in and said Im ready to sell we could take him to the marketplace with no problem In investment banking on the other hand if a ca ble opera tor needs expanshysion capital refinancing whatever its easy We can take him to the marketshyplace These are very cut and dried black and white issues

What we found happening in the last couple years in the cable industry is some people just didnt fit those categories Saeman continues You get people like say Bob Hughes in the formation of Prime Cable Bob didnt want to sell Prime Cable but he had debt capacity that was all used up For example he bought his first system in Jackson Hole Wyoming it stood on its own He wants to grow some more Bob makes a deal with Peter Gilbert for his cable system in Buffalo and Bob can get debt for that particular transaction without any problem But he needs $16 million worth of equity We couldnt fill that niche in a readily ascertaina ble manner

Obviously we knew some people and some things of that nature but Bob through venture capital sources which he solicited on his own was able to raise that $16 million

What we decided we needed to do was to fill that gap in there with something After a period of time we solidified that and are sponsoring a company called The Centennial Fund The Centennial Fund is a $50-million venture capital company which is headquartered here in Denver and which will have as one of its general partners Steve Halstead who had run our investment banking group

Daniels alumnus Halstead along with the other general partner Jack Tankersley who previously was afshy

executive Vice President and Corporshyate Coumel Bob Nagel handles the legal aspects and focusses in on investment banking

Looking in on Bill Daniels new headquarters Insert Bill Daniels

filiated with the ventllre capital arm of the Continental IIlinois Bank in Chicago will head up the fund Saeman comments tha t Jack was a proven venture capita li st and in fact had led the offering for Prime Cable Steve as a proven inJestment banker in the cable industry knows a lot of cable operators knows their needs and knows how they t hink So these two guys are running The Centennial Fund and it bridges the gap

The Centennial F~nd plans to raise 40 percent of the $50 million during the first year and 30 percent in each of the two subsequent I years Saeman reports that the minimum available ~nvestme~t in thefun9 is $2 million so It theoretIcally wIll have no more than 25 participants when iit finally closes

The intention of Ithe fund Saeshyman observes is to by a major leader an underwriting leader in cable communica tions-rela ted transactions We expect it to mltlke a series of substantial lets say three to five million dollar lead investments in cable operating comp~nies

But Saeman cautions the fund wi II not be excl usi-yely ca bl e its designed as a general purpose venture fund It will look at things that are beyond cable operations but I would expect its heavy focus to be in the cable communications industry By that I dont mean to limit it merely to operating situations It could also be involved in software it has been involved in a company called American Home Video which owns a chain of retail stores across the United States specializing in end user produCtsshylarge screen television sets video recorders video cameras video discs

etc We felt that what the consumer used to view our product could be considered to be part of the cable communications environment so we made an investment in that company

So with The Centennial Fund established through the support and assistance of Daniels amp Associates the companys most recent venture also took on an investment equity charshyacteristic This is the Daniels limited partnership American Cable TV Investors which is a joint venture middotof Daniels amp Associates and Integrated Resources Inc a diversified financial service organization headquartered in New York

According to a promotional broshychure on the recently formed limited partnership it is a publicly offered limited partnership that will engage primarily in the acquisition developshyment and operation of existing cable television systems in the United States The partnership does not intend to become involved in negotiations with local government agencies for new franchises except possibly in areas in the vicinity of franchises owned by ACT I

The first offering ACT I is a $25 million offering with a unit price of $500 and a minimum purchase of five units Like other well known cable limited partnerships one of the prinshycipal advantages of ACT I is as a tax savings but the partners promotional literature also lists appreciation capital preservation and cash flow as objectives of the fund

Systems purchased by the fund will be managed by Daniels amp Associates operating division And of course this arrangement once again points

BusilllS5 ~I_______-------------------1

out the built-in advantages Daniels has because of its financial and operating knowledge of cable televishysion systems A company spokesman remarks that Daniels became involved in the limited partnership bec~use the company realizes there is now a market for cable investment beyond the heavyweight investor The

company credits cables current popushylarity for this and gives due credit to Jones Intercable for pioneering cable limited partnerships

So as it has always been at Daniels through the entrenreneurial spirit of its founder one ithing has led to another-new bloop has been brought in new companiesiformed new divi-

Executive Vice President Fred Vierra only a one-rear veteran1with the company has added his sales experience to the investment banking di~ision

sions mounted-all because of needs unearthed by Daniels investment bankers The companys most recent efforts The Centennial Fund and American Cable TV Investors finally complete the Daniels circle closing the arc of capital formation to comshyplement Daniels existing brokerage and operating arms

And to cap what has been a landshymark year at Daniels the company has just recently moved into plush new headquarters in Denvers exclusive Cherry Creek section The new fourshystory office complex includes employshyee and executive dining facilities a racquetball court spacious tasteful executive offices state-of-the-art electronic conference and presentation facilities among other amenities

Its a long way from company founder Bill Daniels days as roughshyneck cable operator in the hinterlands of Wyoming Colorado and other western states Little did Bill Daniels realize when he first saw television in a Denver bar in the 1950s that the experience would lead to the formashytion of one of cables leading investshyment firms operators personnel recruiters and in fact the formation of the foundation of an entire industry

~---------------------------------------------------------------------------------~

copy1982 Titsch Publishing Inc All rights reserved Reprinted fro m the January 11th issue of CableVision with permission

A PROFILE OF LEADERSHIP

When a company is first to dedicate itself totally to one specific industrj when it takes innovative strides in that industry and when it continues to expand that industrys growth capabilities that company can justifiably be called a leader Daniels amp Associates is the leader in cable television services

CABLE TELEVISION INNOVATOR Daniels amp Associates was the first

company established for the sole purpose of facilitating cable TV financial transactions From its earliest beginnings the company has innovated cable television brokering system operation marketing and development of sophisticated financial structures That innovation continues to gain momentum today

Many of todays leading cable television companies were introducedto the industry by Daniels American Television and Communications Corp (now part of Tune Inc) Television Communications Corp (now part of Warner CorrununicatiQni Inc) Cox Broadcasting Tunes-Mirror Co and WGN-Continental Broadcasting (The Chicago 1hbune) are some which Daniels brought into this dynamic growing industry As the industry has grown so has the Daniels legacy

As Chairman Bill Daniels and his colleagues developed the financial structures and innovative capital formations required to operate a successful profitable cable system that expertise proved valuable to others in the industry as well The phrase nothing succeeds like success takes on new meaning when applied to the services Daniels amp Associates can offer to those who buy sell operate and invest in cable television properties

r

Today the company includes three divisions the Investment Services Group which offers investment banking services to the cable industry the Brokerage Services Group which assists both buyers and sellers in cable properties transactions and the Management Group which provides business support services to the cable industry

The Daniels people have literally grown up with the cable television industry They have been instrumental in convincing such major financial institutions as 1Tavelers Insurance John Hancock Mutual Life Insurance Company JP Morgan Interfunding (the long-term lending arm of the Morgan Guaranty Bank) and Equitable Life Assurance Society of the United States to lend their financial support to the industry And so Daniels has helped make it possible for cable television to enjoy the credibility and growth potential it so genuinely deserves

FlJLFPLLING CABLES PROMISE Other firms offering brokerage

investment or management services seem continually to appear and disappear Not so with Daniels The company was here 20 years ago when the cable industry was full of promise And the company will be here 50 years from now helping to fulfill that promise

INVESTMENT SERVICES

fr

bull J L

--~~

jn- 0IJ)7M- tiPVI t

Historically securing debt and equity capital fOf the cable television industry has not been the easiest task Cable is relatively new and in many aspects is a unique business For that reason Daniels amp Associates created its Investment Services Group This core of highly skilled investment professionals understands both cable television and investment banking They are people who succeed at putting lenders and cable operators together-for the benefit of both

SUCCESSFUL FINANCING RESULTS The Daniels Investment Services

Group works through national and regional financial institutions to secure capital for operators of virtually every size ~able system including multi-system and singleshysystem operations The Investment Group takes pride in the faCt it has never failed to secure acommitment for a listed client because thats the very best measure of the groupscompeteuronce and professionalism That success can be attributed to a thorough knowledge of lending procedures-a knowledge that works to the advantage of both lender and operator

When the Daniels Investment Services Group begL1s work with a system operator the first important step is an in-depth analysis of the operators business objectives Debt capacity is studied Growth potential is estimated Operations and management are reviewed The systems financial history is scrutinized All are necessary so the Daniels investment manager can match the system with the appropriate financial resources

If during the analysis and review stage any operational problems are identified Daniels offers solutions to those problems That makes for a better system and eases the financing proced ure

After comprehensive value analysis the investment manager prepares a professional and thorough loan presentation This presentation includes information on a systems operations management financial history appraised value and anticipated performance It also

includes an exact description of the desired terms purpose for which the money will be used payment plans and the terms and conditions of the loan agreement

Once the presentation is complete the investment manager then begins to secure and expedite the loan working with appropriate sources to acquire the required funds Here again the Daniels name is of great value As a recognized cable television leader Daniels has earned credibility and respect in the financial community The company was responsible for introducing the cable industry to major financial institutions as well as leading capital investment firms such as Narragansett Capital Corporation and The Prospect Company And the company continues its efforts daily to create new funding sources and maintain contact with its current major lenders

The objective of all investment efforts is to assist cable system operators in establTshing long-term relationships with responsive financial institutions

The Investment Services Group is supported by an extremely capable back-up staff People who have virtually written the book on cable television management operation and financing In this respect Daniels is unique among investment banking firms providing service to the cable industry

In addition to the placement of debt the Investment Services Group structures limited partnership and institutional equity ventures as well

EXTENDED VALUE As a uniquecabletelevision

investment resource the Daniels Investment Group has provided its customers with consulting and financial services that have had extended value Not only has Daniels secured capital but historically-through services provided-made it possible for system operators to turn that capital in to profit And that is the most compelling consideration of all

3

2930 East Third AvenueDaniels amp PO Box 6008

Associates Inc Denver Colorado 80206 303321-7550

DANIELS amp ASSOCIATES INC July 1981 A PROFILE

It is the business philosophy of Daniels amp Associates Inc to support its clients needs with all of its resour~es experience and concerted judgement Daniels as a company is unique serving the cable communications industry in three primary ways brokerage services investment services and system management

The Management Division offers expertiBe in four key areas of cable system management administration marketing accounting and engineering Daniels operates 21 cable systems in 11 states and is one of the few companies that manages systems it does not contFol testimony to its clients trust and regard

The Brokerage Division has led the cabie industry in volume of sales initiated every year since 1958 when it was formed as part of a commitment to be the first brokerage firm specializing in cable television Because the cable marketplace is more active than ever before Daniels brokers must be highly skilled professionals who are committed to structuring transactions to benefit both seller and buyer

Daniels brokers have completed analyses of all companies they represent An analysis typically examines growth potential engineering operations manageshyment procedures programming marketing services staff and financial projecshytions The broker will provide the analysis and his own judgement and perspective to prospective buyers to ensure the acquisition opportunity meets the buyers overall business objectives and investment needs

The Investment Services Division works through national and regional financial institutions to secure debt and many sources to obtain equity for cable operators of virtually every size Daniels investment bankers not only have secured capital but historically--through services provided--have made it possible for system operators to turn that capital into profit~

Daniels has been an industry innovator and has introduced a number of major companies to the cable industry including

Times-Mirror Company Chicago Tribune Storer Broadcasting General Tire amp Rubber

Teleprompter Corporation Scripps-Howard Broadcasting Capital Cities Communications Cox Broadcasting Corporation

As a client you may be assured of the highest professional integrity and judgement from Daniels professionals Our 25 years of experience and broad perspective will ensure your objectives are attained

j _ (lC

VAIH HESEAHCI-I C01lPAY tRASPJ~~ATION

COlJlERCIALiIDCSTRIAL DE ELOPERS bull PEL EST ATE BHO- ERS

POBOX 310 CiT y HALL PLAZA d98ZJE~ ~2~ M 4c )Jt~ VANIR lOWER February 18 1982

FIL E NO___-=J Y - shyRO t i~)amp ___

I I _ -

Mr Donald R Howery General Manager DEPARTMENT OF TRANSPORTATION Room 1600 City Hall Los Angeles California 90012

Dear Mr Howery

Please be advised that Vanir Research Company will make available all the necessary equity and debt funds to construct operate and maintain the cable television system within the City of Los Angeles area known as Boyle Heights in the amount of $385 million as per the requirements of the enabling odinance No 156295 granting a cable franchise for the Boyle Heights area to Buena Vista Telecommunications of Boyle Heights Inc

I am enclosing a copy of my certified financial statement which is to remain confidential and not for public disclosure Should you require any additional information please advise at your earliest convenience For further verification of Vanirs financial capability to construct operate and maintain this cable TV system you may contact Mr Richard S Koon Vice President and Manager Crocker National Bank Construction Finance 1475 S Bascom Avenue Suite 101 Campbell California 95008

Very truly yours

VANIR RESEARCH COMPANY

HFDdlf

Enclosure Certified Financial Statement and accompanying Interim Summary Statement

VANIR RESEARCH COMPANY 1982 FEB 22 PM 4 i I (A DBA of H Frank Dominguez)

FINANCIAL STATEMENT

FEBRUARY 28 1 1981

Attached statement and supporting schedules both printed ~

and written give a full~ true and correct statement o~

the financial condition of the Vanir Research Company as of

the date indicated

There are not any material modifications that should be

made to the accompanying financial statement for the period

ending February 15 1982

~UNTANT

(A VANIR RESEARCH COMPANY DBA of H Fran~Do~i~guez

FINANCIAL STATEMENT

FEBRUARY 28 198i

ASSETS

CURHENT ASSETS Cash in Danks Deposits Accounts Receivable Notes Receivable - Short Term

$ 732481 36410

2103794

19800

TOTAL CURRENT ASSETS $ 2892485

Notes Receivable - Long Term 707553

Undistributed Funds Receivable 145736

Real Estate Income Property Investments 25544844

Land Leases and Development

Real Estate Owned for 9502419

Other Assets 9210407

TOTAL ASSETS bull $ 48003444

VANIR RESEARCH COnPANY

(A DBA of H Frank Dominquez

FINANCIAL STATE~E~T i middot

FEBRUARY 28 1981

LIABILITIES

CURRENT LIABILITIES

Current Maturities of Secured Notes $ 394126

NON-CuRRENT LIABILITIES Long Term Secured Notes

Payable 14538063

TOTAL LIABILITIES $ 14932189

NET ~vORTH 33071255

TOTAL tIABILITIES AND NET WORTH $ lt18003444

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

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EXHIBIT A

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

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====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

u II gt Cgtshy

O w u

~ a w u w Z gtshyct Q

o Z ct w o ct w

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I II

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

-6shy

Jil

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f-shyz lti f-shy

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( gt-z

w a u w

lt CI

z[ 1 a lt w -a w

[ IT lt

r ) I J J

J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

-7shy

11

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U J

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CD J Q

w u ~

w u w Z J cr

gtshylaquo a

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0

w-] 0 laquo

]

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]

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J

----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

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u J ltXl

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II

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

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w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

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11 eges)

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48

49

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Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 3: Daniels and Assoc

over t he past few yea rs has reOected that

This restructuring in fact has meant seeking out top people in financial fields and starts at the very top of the Daniels organization President and chief operating officer of the company since April 1981 is Tom Marinkovich who Vice Chairshyman Saeman reports brings a very special discipline with him Tom was the senior tax partner at Price-Watershyhouse here in Denver and managed the tax department of 17 people

And Saeman continues if theres anything the cable industry has a need for today with the many structures we have its tax advice That kind of discipline embodied in the president and chief operating officer is a distinct advantage we get great utilization out of Toms talent in that area

Complementing the tax experience of Marinkovich is another Daniels newcomer Executive Vice President and Corporate Counsel Bob NageL Saeman reports that Nagel had been legal counsel to Daniels for the past ten years and we were able to entice him away to join us on a full-time basis Bob is a key member of our group and his principal focus is to function as a corporate counsel for us He interrelates on aJilegal matters that pertain to operations but has a fair amount of focus toward the investshyment banking and brokerage side in terms of contract administration and things of that kind which are critical to make that department work

Rounding out the senior executive

Vice Chairman and Chief Executive Officer John Saeman has proven that he is a man of ma~y different hats Says Saenian The nature of the milfketplace is changing on adaiZJ basis

staff for the investment banking division is yet another newcomer to Daniels and to cable television Execushytive Vice President F red Vierra who joined Daniels one Iyear ago and is the day-to-day operaiting head of the division Vierra joined Daniels from Denvers other farT0us company the Coors brewery where he was vice president of sales

Finally Daniels most recent signifishycant personnel move serves to provide further evidence pf the companys

A shot of the conference room in the new Daniels complex

commitment to its investment banking division This was the recent elevation of four of its investment bankers to the status of senior vice president Hugh McCulloh and Jay Busch team up in the Midwest and Northeast as senior vice presidents of respectively mershygers and acquisitions and investment services In the Southeast and West Bob Holman became senior vice president mergers and acquisitions and Tim David senior vice president investment services

Saeman explains the tandem apshyproach to Daniels investment banking territories We have representation by geographic area and the brokerage representative is out trying to work under an agency agreement to represhysent those people on the sale of their cable system At the same time working in the same territory is an investment banker who is contacting cable operators to determine financial needs growth capital rebuild capashycities and whatever These people work as a team because they have constant resource information they can share with each other Thats what we have embodied in these teams and we have developed a business opporshytunity out of it

The brokerage operation itself Saeman says developed out of the companys investment services activishyties at first by accident and fmally by design Having developed the inshyvestment banking thing we found ourselves in a position where obviousshy

~__-- Business L-shy____------______

Iy if a cable operator came in and said Im ready to sell we could take him to the marketplace with no problem In investment banking on the other hand if a ca ble opera tor needs expanshysion capital refinancing whatever its easy We can take him to the marketshyplace These are very cut and dried black and white issues

What we found happening in the last couple years in the cable industry is some people just didnt fit those categories Saeman continues You get people like say Bob Hughes in the formation of Prime Cable Bob didnt want to sell Prime Cable but he had debt capacity that was all used up For example he bought his first system in Jackson Hole Wyoming it stood on its own He wants to grow some more Bob makes a deal with Peter Gilbert for his cable system in Buffalo and Bob can get debt for that particular transaction without any problem But he needs $16 million worth of equity We couldnt fill that niche in a readily ascertaina ble manner

Obviously we knew some people and some things of that nature but Bob through venture capital sources which he solicited on his own was able to raise that $16 million

What we decided we needed to do was to fill that gap in there with something After a period of time we solidified that and are sponsoring a company called The Centennial Fund The Centennial Fund is a $50-million venture capital company which is headquartered here in Denver and which will have as one of its general partners Steve Halstead who had run our investment banking group

Daniels alumnus Halstead along with the other general partner Jack Tankersley who previously was afshy

executive Vice President and Corporshyate Coumel Bob Nagel handles the legal aspects and focusses in on investment banking

Looking in on Bill Daniels new headquarters Insert Bill Daniels

filiated with the ventllre capital arm of the Continental IIlinois Bank in Chicago will head up the fund Saeman comments tha t Jack was a proven venture capita li st and in fact had led the offering for Prime Cable Steve as a proven inJestment banker in the cable industry knows a lot of cable operators knows their needs and knows how they t hink So these two guys are running The Centennial Fund and it bridges the gap

The Centennial F~nd plans to raise 40 percent of the $50 million during the first year and 30 percent in each of the two subsequent I years Saeman reports that the minimum available ~nvestme~t in thefun9 is $2 million so It theoretIcally wIll have no more than 25 participants when iit finally closes

The intention of Ithe fund Saeshyman observes is to by a major leader an underwriting leader in cable communica tions-rela ted transactions We expect it to mltlke a series of substantial lets say three to five million dollar lead investments in cable operating comp~nies

But Saeman cautions the fund wi II not be excl usi-yely ca bl e its designed as a general purpose venture fund It will look at things that are beyond cable operations but I would expect its heavy focus to be in the cable communications industry By that I dont mean to limit it merely to operating situations It could also be involved in software it has been involved in a company called American Home Video which owns a chain of retail stores across the United States specializing in end user produCtsshylarge screen television sets video recorders video cameras video discs

etc We felt that what the consumer used to view our product could be considered to be part of the cable communications environment so we made an investment in that company

So with The Centennial Fund established through the support and assistance of Daniels amp Associates the companys most recent venture also took on an investment equity charshyacteristic This is the Daniels limited partnership American Cable TV Investors which is a joint venture middotof Daniels amp Associates and Integrated Resources Inc a diversified financial service organization headquartered in New York

According to a promotional broshychure on the recently formed limited partnership it is a publicly offered limited partnership that will engage primarily in the acquisition developshyment and operation of existing cable television systems in the United States The partnership does not intend to become involved in negotiations with local government agencies for new franchises except possibly in areas in the vicinity of franchises owned by ACT I

The first offering ACT I is a $25 million offering with a unit price of $500 and a minimum purchase of five units Like other well known cable limited partnerships one of the prinshycipal advantages of ACT I is as a tax savings but the partners promotional literature also lists appreciation capital preservation and cash flow as objectives of the fund

Systems purchased by the fund will be managed by Daniels amp Associates operating division And of course this arrangement once again points

BusilllS5 ~I_______-------------------1

out the built-in advantages Daniels has because of its financial and operating knowledge of cable televishysion systems A company spokesman remarks that Daniels became involved in the limited partnership bec~use the company realizes there is now a market for cable investment beyond the heavyweight investor The

company credits cables current popushylarity for this and gives due credit to Jones Intercable for pioneering cable limited partnerships

So as it has always been at Daniels through the entrenreneurial spirit of its founder one ithing has led to another-new bloop has been brought in new companiesiformed new divi-

Executive Vice President Fred Vierra only a one-rear veteran1with the company has added his sales experience to the investment banking di~ision

sions mounted-all because of needs unearthed by Daniels investment bankers The companys most recent efforts The Centennial Fund and American Cable TV Investors finally complete the Daniels circle closing the arc of capital formation to comshyplement Daniels existing brokerage and operating arms

And to cap what has been a landshymark year at Daniels the company has just recently moved into plush new headquarters in Denvers exclusive Cherry Creek section The new fourshystory office complex includes employshyee and executive dining facilities a racquetball court spacious tasteful executive offices state-of-the-art electronic conference and presentation facilities among other amenities

Its a long way from company founder Bill Daniels days as roughshyneck cable operator in the hinterlands of Wyoming Colorado and other western states Little did Bill Daniels realize when he first saw television in a Denver bar in the 1950s that the experience would lead to the formashytion of one of cables leading investshyment firms operators personnel recruiters and in fact the formation of the foundation of an entire industry

~---------------------------------------------------------------------------------~

copy1982 Titsch Publishing Inc All rights reserved Reprinted fro m the January 11th issue of CableVision with permission

A PROFILE OF LEADERSHIP

When a company is first to dedicate itself totally to one specific industrj when it takes innovative strides in that industry and when it continues to expand that industrys growth capabilities that company can justifiably be called a leader Daniels amp Associates is the leader in cable television services

CABLE TELEVISION INNOVATOR Daniels amp Associates was the first

company established for the sole purpose of facilitating cable TV financial transactions From its earliest beginnings the company has innovated cable television brokering system operation marketing and development of sophisticated financial structures That innovation continues to gain momentum today

Many of todays leading cable television companies were introducedto the industry by Daniels American Television and Communications Corp (now part of Tune Inc) Television Communications Corp (now part of Warner CorrununicatiQni Inc) Cox Broadcasting Tunes-Mirror Co and WGN-Continental Broadcasting (The Chicago 1hbune) are some which Daniels brought into this dynamic growing industry As the industry has grown so has the Daniels legacy

As Chairman Bill Daniels and his colleagues developed the financial structures and innovative capital formations required to operate a successful profitable cable system that expertise proved valuable to others in the industry as well The phrase nothing succeeds like success takes on new meaning when applied to the services Daniels amp Associates can offer to those who buy sell operate and invest in cable television properties

r

Today the company includes three divisions the Investment Services Group which offers investment banking services to the cable industry the Brokerage Services Group which assists both buyers and sellers in cable properties transactions and the Management Group which provides business support services to the cable industry

The Daniels people have literally grown up with the cable television industry They have been instrumental in convincing such major financial institutions as 1Tavelers Insurance John Hancock Mutual Life Insurance Company JP Morgan Interfunding (the long-term lending arm of the Morgan Guaranty Bank) and Equitable Life Assurance Society of the United States to lend their financial support to the industry And so Daniels has helped make it possible for cable television to enjoy the credibility and growth potential it so genuinely deserves

FlJLFPLLING CABLES PROMISE Other firms offering brokerage

investment or management services seem continually to appear and disappear Not so with Daniels The company was here 20 years ago when the cable industry was full of promise And the company will be here 50 years from now helping to fulfill that promise

INVESTMENT SERVICES

fr

bull J L

--~~

jn- 0IJ)7M- tiPVI t

Historically securing debt and equity capital fOf the cable television industry has not been the easiest task Cable is relatively new and in many aspects is a unique business For that reason Daniels amp Associates created its Investment Services Group This core of highly skilled investment professionals understands both cable television and investment banking They are people who succeed at putting lenders and cable operators together-for the benefit of both

SUCCESSFUL FINANCING RESULTS The Daniels Investment Services

Group works through national and regional financial institutions to secure capital for operators of virtually every size ~able system including multi-system and singleshysystem operations The Investment Group takes pride in the faCt it has never failed to secure acommitment for a listed client because thats the very best measure of the groupscompeteuronce and professionalism That success can be attributed to a thorough knowledge of lending procedures-a knowledge that works to the advantage of both lender and operator

When the Daniels Investment Services Group begL1s work with a system operator the first important step is an in-depth analysis of the operators business objectives Debt capacity is studied Growth potential is estimated Operations and management are reviewed The systems financial history is scrutinized All are necessary so the Daniels investment manager can match the system with the appropriate financial resources

If during the analysis and review stage any operational problems are identified Daniels offers solutions to those problems That makes for a better system and eases the financing proced ure

After comprehensive value analysis the investment manager prepares a professional and thorough loan presentation This presentation includes information on a systems operations management financial history appraised value and anticipated performance It also

includes an exact description of the desired terms purpose for which the money will be used payment plans and the terms and conditions of the loan agreement

Once the presentation is complete the investment manager then begins to secure and expedite the loan working with appropriate sources to acquire the required funds Here again the Daniels name is of great value As a recognized cable television leader Daniels has earned credibility and respect in the financial community The company was responsible for introducing the cable industry to major financial institutions as well as leading capital investment firms such as Narragansett Capital Corporation and The Prospect Company And the company continues its efforts daily to create new funding sources and maintain contact with its current major lenders

The objective of all investment efforts is to assist cable system operators in establTshing long-term relationships with responsive financial institutions

The Investment Services Group is supported by an extremely capable back-up staff People who have virtually written the book on cable television management operation and financing In this respect Daniels is unique among investment banking firms providing service to the cable industry

In addition to the placement of debt the Investment Services Group structures limited partnership and institutional equity ventures as well

EXTENDED VALUE As a uniquecabletelevision

investment resource the Daniels Investment Group has provided its customers with consulting and financial services that have had extended value Not only has Daniels secured capital but historically-through services provided-made it possible for system operators to turn that capital in to profit And that is the most compelling consideration of all

3

2930 East Third AvenueDaniels amp PO Box 6008

Associates Inc Denver Colorado 80206 303321-7550

DANIELS amp ASSOCIATES INC July 1981 A PROFILE

It is the business philosophy of Daniels amp Associates Inc to support its clients needs with all of its resour~es experience and concerted judgement Daniels as a company is unique serving the cable communications industry in three primary ways brokerage services investment services and system management

The Management Division offers expertiBe in four key areas of cable system management administration marketing accounting and engineering Daniels operates 21 cable systems in 11 states and is one of the few companies that manages systems it does not contFol testimony to its clients trust and regard

The Brokerage Division has led the cabie industry in volume of sales initiated every year since 1958 when it was formed as part of a commitment to be the first brokerage firm specializing in cable television Because the cable marketplace is more active than ever before Daniels brokers must be highly skilled professionals who are committed to structuring transactions to benefit both seller and buyer

Daniels brokers have completed analyses of all companies they represent An analysis typically examines growth potential engineering operations manageshyment procedures programming marketing services staff and financial projecshytions The broker will provide the analysis and his own judgement and perspective to prospective buyers to ensure the acquisition opportunity meets the buyers overall business objectives and investment needs

The Investment Services Division works through national and regional financial institutions to secure debt and many sources to obtain equity for cable operators of virtually every size Daniels investment bankers not only have secured capital but historically--through services provided--have made it possible for system operators to turn that capital into profit~

Daniels has been an industry innovator and has introduced a number of major companies to the cable industry including

Times-Mirror Company Chicago Tribune Storer Broadcasting General Tire amp Rubber

Teleprompter Corporation Scripps-Howard Broadcasting Capital Cities Communications Cox Broadcasting Corporation

As a client you may be assured of the highest professional integrity and judgement from Daniels professionals Our 25 years of experience and broad perspective will ensure your objectives are attained

j _ (lC

VAIH HESEAHCI-I C01lPAY tRASPJ~~ATION

COlJlERCIALiIDCSTRIAL DE ELOPERS bull PEL EST ATE BHO- ERS

POBOX 310 CiT y HALL PLAZA d98ZJE~ ~2~ M 4c )Jt~ VANIR lOWER February 18 1982

FIL E NO___-=J Y - shyRO t i~)amp ___

I I _ -

Mr Donald R Howery General Manager DEPARTMENT OF TRANSPORTATION Room 1600 City Hall Los Angeles California 90012

Dear Mr Howery

Please be advised that Vanir Research Company will make available all the necessary equity and debt funds to construct operate and maintain the cable television system within the City of Los Angeles area known as Boyle Heights in the amount of $385 million as per the requirements of the enabling odinance No 156295 granting a cable franchise for the Boyle Heights area to Buena Vista Telecommunications of Boyle Heights Inc

I am enclosing a copy of my certified financial statement which is to remain confidential and not for public disclosure Should you require any additional information please advise at your earliest convenience For further verification of Vanirs financial capability to construct operate and maintain this cable TV system you may contact Mr Richard S Koon Vice President and Manager Crocker National Bank Construction Finance 1475 S Bascom Avenue Suite 101 Campbell California 95008

Very truly yours

VANIR RESEARCH COMPANY

HFDdlf

Enclosure Certified Financial Statement and accompanying Interim Summary Statement

VANIR RESEARCH COMPANY 1982 FEB 22 PM 4 i I (A DBA of H Frank Dominguez)

FINANCIAL STATEMENT

FEBRUARY 28 1 1981

Attached statement and supporting schedules both printed ~

and written give a full~ true and correct statement o~

the financial condition of the Vanir Research Company as of

the date indicated

There are not any material modifications that should be

made to the accompanying financial statement for the period

ending February 15 1982

~UNTANT

(A VANIR RESEARCH COMPANY DBA of H Fran~Do~i~guez

FINANCIAL STATEMENT

FEBRUARY 28 198i

ASSETS

CURHENT ASSETS Cash in Danks Deposits Accounts Receivable Notes Receivable - Short Term

$ 732481 36410

2103794

19800

TOTAL CURRENT ASSETS $ 2892485

Notes Receivable - Long Term 707553

Undistributed Funds Receivable 145736

Real Estate Income Property Investments 25544844

Land Leases and Development

Real Estate Owned for 9502419

Other Assets 9210407

TOTAL ASSETS bull $ 48003444

VANIR RESEARCH COnPANY

(A DBA of H Frank Dominquez

FINANCIAL STATE~E~T i middot

FEBRUARY 28 1981

LIABILITIES

CURRENT LIABILITIES

Current Maturities of Secured Notes $ 394126

NON-CuRRENT LIABILITIES Long Term Secured Notes

Payable 14538063

TOTAL LIABILITIES $ 14932189

NET ~vORTH 33071255

TOTAL tIABILITIES AND NET WORTH $ lt18003444

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

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EXHIBIT A

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

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====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

-I

-- I I en

t-Z

J lt

z tshy

gt 0 u u lt

u

J

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0 W

IL

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UJ Z gtshyltl ltl

z ltl] UJ

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Q

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)

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J

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

-6shy

Jil

- --- - ----- shy

I I I I I I III

f-shyz lti f-shy

I z gt 0 u u lti

~ J ID gt a a w[ ] u f=

( gt-z

w a u w

lt CI

z[ 1 a lt w -a w

[ IT lt

r ) I J J

J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

-7shy

11

l

J ]

]

]

-]

- ] Z f shy

lt f-Z J 0 U U) lt

U J

] a

CD J Q

w u ~

w u w Z J cr

gtshylaquo a

z ] laquo

w

0

w-] 0 laquo

]

]

]

]

J

----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

I I

I II)-I f-z lt f-

I z ~ 0 u u lt

u J ltXl

Cl

0 w shyI l) ~

II

u w z gtshyI [1 w

0

z ltI ] 0

lt

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[

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

I J f-Z laquo fshyz l o U u laquo u en l shyo w u i= [( w U

w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

-10shy

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(J)

f-z laquo fshy

gt 0 u u ~J laquo

z

u i

gt 0

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 4: Daniels and Assoc

~__-- Business L-shy____------______

Iy if a cable operator came in and said Im ready to sell we could take him to the marketplace with no problem In investment banking on the other hand if a ca ble opera tor needs expanshysion capital refinancing whatever its easy We can take him to the marketshyplace These are very cut and dried black and white issues

What we found happening in the last couple years in the cable industry is some people just didnt fit those categories Saeman continues You get people like say Bob Hughes in the formation of Prime Cable Bob didnt want to sell Prime Cable but he had debt capacity that was all used up For example he bought his first system in Jackson Hole Wyoming it stood on its own He wants to grow some more Bob makes a deal with Peter Gilbert for his cable system in Buffalo and Bob can get debt for that particular transaction without any problem But he needs $16 million worth of equity We couldnt fill that niche in a readily ascertaina ble manner

Obviously we knew some people and some things of that nature but Bob through venture capital sources which he solicited on his own was able to raise that $16 million

What we decided we needed to do was to fill that gap in there with something After a period of time we solidified that and are sponsoring a company called The Centennial Fund The Centennial Fund is a $50-million venture capital company which is headquartered here in Denver and which will have as one of its general partners Steve Halstead who had run our investment banking group

Daniels alumnus Halstead along with the other general partner Jack Tankersley who previously was afshy

executive Vice President and Corporshyate Coumel Bob Nagel handles the legal aspects and focusses in on investment banking

Looking in on Bill Daniels new headquarters Insert Bill Daniels

filiated with the ventllre capital arm of the Continental IIlinois Bank in Chicago will head up the fund Saeman comments tha t Jack was a proven venture capita li st and in fact had led the offering for Prime Cable Steve as a proven inJestment banker in the cable industry knows a lot of cable operators knows their needs and knows how they t hink So these two guys are running The Centennial Fund and it bridges the gap

The Centennial F~nd plans to raise 40 percent of the $50 million during the first year and 30 percent in each of the two subsequent I years Saeman reports that the minimum available ~nvestme~t in thefun9 is $2 million so It theoretIcally wIll have no more than 25 participants when iit finally closes

The intention of Ithe fund Saeshyman observes is to by a major leader an underwriting leader in cable communica tions-rela ted transactions We expect it to mltlke a series of substantial lets say three to five million dollar lead investments in cable operating comp~nies

But Saeman cautions the fund wi II not be excl usi-yely ca bl e its designed as a general purpose venture fund It will look at things that are beyond cable operations but I would expect its heavy focus to be in the cable communications industry By that I dont mean to limit it merely to operating situations It could also be involved in software it has been involved in a company called American Home Video which owns a chain of retail stores across the United States specializing in end user produCtsshylarge screen television sets video recorders video cameras video discs

etc We felt that what the consumer used to view our product could be considered to be part of the cable communications environment so we made an investment in that company

So with The Centennial Fund established through the support and assistance of Daniels amp Associates the companys most recent venture also took on an investment equity charshyacteristic This is the Daniels limited partnership American Cable TV Investors which is a joint venture middotof Daniels amp Associates and Integrated Resources Inc a diversified financial service organization headquartered in New York

According to a promotional broshychure on the recently formed limited partnership it is a publicly offered limited partnership that will engage primarily in the acquisition developshyment and operation of existing cable television systems in the United States The partnership does not intend to become involved in negotiations with local government agencies for new franchises except possibly in areas in the vicinity of franchises owned by ACT I

The first offering ACT I is a $25 million offering with a unit price of $500 and a minimum purchase of five units Like other well known cable limited partnerships one of the prinshycipal advantages of ACT I is as a tax savings but the partners promotional literature also lists appreciation capital preservation and cash flow as objectives of the fund

Systems purchased by the fund will be managed by Daniels amp Associates operating division And of course this arrangement once again points

BusilllS5 ~I_______-------------------1

out the built-in advantages Daniels has because of its financial and operating knowledge of cable televishysion systems A company spokesman remarks that Daniels became involved in the limited partnership bec~use the company realizes there is now a market for cable investment beyond the heavyweight investor The

company credits cables current popushylarity for this and gives due credit to Jones Intercable for pioneering cable limited partnerships

So as it has always been at Daniels through the entrenreneurial spirit of its founder one ithing has led to another-new bloop has been brought in new companiesiformed new divi-

Executive Vice President Fred Vierra only a one-rear veteran1with the company has added his sales experience to the investment banking di~ision

sions mounted-all because of needs unearthed by Daniels investment bankers The companys most recent efforts The Centennial Fund and American Cable TV Investors finally complete the Daniels circle closing the arc of capital formation to comshyplement Daniels existing brokerage and operating arms

And to cap what has been a landshymark year at Daniels the company has just recently moved into plush new headquarters in Denvers exclusive Cherry Creek section The new fourshystory office complex includes employshyee and executive dining facilities a racquetball court spacious tasteful executive offices state-of-the-art electronic conference and presentation facilities among other amenities

Its a long way from company founder Bill Daniels days as roughshyneck cable operator in the hinterlands of Wyoming Colorado and other western states Little did Bill Daniels realize when he first saw television in a Denver bar in the 1950s that the experience would lead to the formashytion of one of cables leading investshyment firms operators personnel recruiters and in fact the formation of the foundation of an entire industry

~---------------------------------------------------------------------------------~

copy1982 Titsch Publishing Inc All rights reserved Reprinted fro m the January 11th issue of CableVision with permission

A PROFILE OF LEADERSHIP

When a company is first to dedicate itself totally to one specific industrj when it takes innovative strides in that industry and when it continues to expand that industrys growth capabilities that company can justifiably be called a leader Daniels amp Associates is the leader in cable television services

CABLE TELEVISION INNOVATOR Daniels amp Associates was the first

company established for the sole purpose of facilitating cable TV financial transactions From its earliest beginnings the company has innovated cable television brokering system operation marketing and development of sophisticated financial structures That innovation continues to gain momentum today

Many of todays leading cable television companies were introducedto the industry by Daniels American Television and Communications Corp (now part of Tune Inc) Television Communications Corp (now part of Warner CorrununicatiQni Inc) Cox Broadcasting Tunes-Mirror Co and WGN-Continental Broadcasting (The Chicago 1hbune) are some which Daniels brought into this dynamic growing industry As the industry has grown so has the Daniels legacy

As Chairman Bill Daniels and his colleagues developed the financial structures and innovative capital formations required to operate a successful profitable cable system that expertise proved valuable to others in the industry as well The phrase nothing succeeds like success takes on new meaning when applied to the services Daniels amp Associates can offer to those who buy sell operate and invest in cable television properties

r

Today the company includes three divisions the Investment Services Group which offers investment banking services to the cable industry the Brokerage Services Group which assists both buyers and sellers in cable properties transactions and the Management Group which provides business support services to the cable industry

The Daniels people have literally grown up with the cable television industry They have been instrumental in convincing such major financial institutions as 1Tavelers Insurance John Hancock Mutual Life Insurance Company JP Morgan Interfunding (the long-term lending arm of the Morgan Guaranty Bank) and Equitable Life Assurance Society of the United States to lend their financial support to the industry And so Daniels has helped make it possible for cable television to enjoy the credibility and growth potential it so genuinely deserves

FlJLFPLLING CABLES PROMISE Other firms offering brokerage

investment or management services seem continually to appear and disappear Not so with Daniels The company was here 20 years ago when the cable industry was full of promise And the company will be here 50 years from now helping to fulfill that promise

INVESTMENT SERVICES

fr

bull J L

--~~

jn- 0IJ)7M- tiPVI t

Historically securing debt and equity capital fOf the cable television industry has not been the easiest task Cable is relatively new and in many aspects is a unique business For that reason Daniels amp Associates created its Investment Services Group This core of highly skilled investment professionals understands both cable television and investment banking They are people who succeed at putting lenders and cable operators together-for the benefit of both

SUCCESSFUL FINANCING RESULTS The Daniels Investment Services

Group works through national and regional financial institutions to secure capital for operators of virtually every size ~able system including multi-system and singleshysystem operations The Investment Group takes pride in the faCt it has never failed to secure acommitment for a listed client because thats the very best measure of the groupscompeteuronce and professionalism That success can be attributed to a thorough knowledge of lending procedures-a knowledge that works to the advantage of both lender and operator

When the Daniels Investment Services Group begL1s work with a system operator the first important step is an in-depth analysis of the operators business objectives Debt capacity is studied Growth potential is estimated Operations and management are reviewed The systems financial history is scrutinized All are necessary so the Daniels investment manager can match the system with the appropriate financial resources

If during the analysis and review stage any operational problems are identified Daniels offers solutions to those problems That makes for a better system and eases the financing proced ure

After comprehensive value analysis the investment manager prepares a professional and thorough loan presentation This presentation includes information on a systems operations management financial history appraised value and anticipated performance It also

includes an exact description of the desired terms purpose for which the money will be used payment plans and the terms and conditions of the loan agreement

Once the presentation is complete the investment manager then begins to secure and expedite the loan working with appropriate sources to acquire the required funds Here again the Daniels name is of great value As a recognized cable television leader Daniels has earned credibility and respect in the financial community The company was responsible for introducing the cable industry to major financial institutions as well as leading capital investment firms such as Narragansett Capital Corporation and The Prospect Company And the company continues its efforts daily to create new funding sources and maintain contact with its current major lenders

The objective of all investment efforts is to assist cable system operators in establTshing long-term relationships with responsive financial institutions

The Investment Services Group is supported by an extremely capable back-up staff People who have virtually written the book on cable television management operation and financing In this respect Daniels is unique among investment banking firms providing service to the cable industry

In addition to the placement of debt the Investment Services Group structures limited partnership and institutional equity ventures as well

EXTENDED VALUE As a uniquecabletelevision

investment resource the Daniels Investment Group has provided its customers with consulting and financial services that have had extended value Not only has Daniels secured capital but historically-through services provided-made it possible for system operators to turn that capital in to profit And that is the most compelling consideration of all

3

2930 East Third AvenueDaniels amp PO Box 6008

Associates Inc Denver Colorado 80206 303321-7550

DANIELS amp ASSOCIATES INC July 1981 A PROFILE

It is the business philosophy of Daniels amp Associates Inc to support its clients needs with all of its resour~es experience and concerted judgement Daniels as a company is unique serving the cable communications industry in three primary ways brokerage services investment services and system management

The Management Division offers expertiBe in four key areas of cable system management administration marketing accounting and engineering Daniels operates 21 cable systems in 11 states and is one of the few companies that manages systems it does not contFol testimony to its clients trust and regard

The Brokerage Division has led the cabie industry in volume of sales initiated every year since 1958 when it was formed as part of a commitment to be the first brokerage firm specializing in cable television Because the cable marketplace is more active than ever before Daniels brokers must be highly skilled professionals who are committed to structuring transactions to benefit both seller and buyer

Daniels brokers have completed analyses of all companies they represent An analysis typically examines growth potential engineering operations manageshyment procedures programming marketing services staff and financial projecshytions The broker will provide the analysis and his own judgement and perspective to prospective buyers to ensure the acquisition opportunity meets the buyers overall business objectives and investment needs

The Investment Services Division works through national and regional financial institutions to secure debt and many sources to obtain equity for cable operators of virtually every size Daniels investment bankers not only have secured capital but historically--through services provided--have made it possible for system operators to turn that capital into profit~

Daniels has been an industry innovator and has introduced a number of major companies to the cable industry including

Times-Mirror Company Chicago Tribune Storer Broadcasting General Tire amp Rubber

Teleprompter Corporation Scripps-Howard Broadcasting Capital Cities Communications Cox Broadcasting Corporation

As a client you may be assured of the highest professional integrity and judgement from Daniels professionals Our 25 years of experience and broad perspective will ensure your objectives are attained

j _ (lC

VAIH HESEAHCI-I C01lPAY tRASPJ~~ATION

COlJlERCIALiIDCSTRIAL DE ELOPERS bull PEL EST ATE BHO- ERS

POBOX 310 CiT y HALL PLAZA d98ZJE~ ~2~ M 4c )Jt~ VANIR lOWER February 18 1982

FIL E NO___-=J Y - shyRO t i~)amp ___

I I _ -

Mr Donald R Howery General Manager DEPARTMENT OF TRANSPORTATION Room 1600 City Hall Los Angeles California 90012

Dear Mr Howery

Please be advised that Vanir Research Company will make available all the necessary equity and debt funds to construct operate and maintain the cable television system within the City of Los Angeles area known as Boyle Heights in the amount of $385 million as per the requirements of the enabling odinance No 156295 granting a cable franchise for the Boyle Heights area to Buena Vista Telecommunications of Boyle Heights Inc

I am enclosing a copy of my certified financial statement which is to remain confidential and not for public disclosure Should you require any additional information please advise at your earliest convenience For further verification of Vanirs financial capability to construct operate and maintain this cable TV system you may contact Mr Richard S Koon Vice President and Manager Crocker National Bank Construction Finance 1475 S Bascom Avenue Suite 101 Campbell California 95008

Very truly yours

VANIR RESEARCH COMPANY

HFDdlf

Enclosure Certified Financial Statement and accompanying Interim Summary Statement

VANIR RESEARCH COMPANY 1982 FEB 22 PM 4 i I (A DBA of H Frank Dominguez)

FINANCIAL STATEMENT

FEBRUARY 28 1 1981

Attached statement and supporting schedules both printed ~

and written give a full~ true and correct statement o~

the financial condition of the Vanir Research Company as of

the date indicated

There are not any material modifications that should be

made to the accompanying financial statement for the period

ending February 15 1982

~UNTANT

(A VANIR RESEARCH COMPANY DBA of H Fran~Do~i~guez

FINANCIAL STATEMENT

FEBRUARY 28 198i

ASSETS

CURHENT ASSETS Cash in Danks Deposits Accounts Receivable Notes Receivable - Short Term

$ 732481 36410

2103794

19800

TOTAL CURRENT ASSETS $ 2892485

Notes Receivable - Long Term 707553

Undistributed Funds Receivable 145736

Real Estate Income Property Investments 25544844

Land Leases and Development

Real Estate Owned for 9502419

Other Assets 9210407

TOTAL ASSETS bull $ 48003444

VANIR RESEARCH COnPANY

(A DBA of H Frank Dominquez

FINANCIAL STATE~E~T i middot

FEBRUARY 28 1981

LIABILITIES

CURRENT LIABILITIES

Current Maturities of Secured Notes $ 394126

NON-CuRRENT LIABILITIES Long Term Secured Notes

Payable 14538063

TOTAL LIABILITIES $ 14932189

NET ~vORTH 33071255

TOTAL tIABILITIES AND NET WORTH $ lt18003444

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

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EXHIBIT A

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

ii

----

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

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====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

-7shy

11

l

J ]

]

]

-]

- ] Z f shy

lt f-Z J 0 U U) lt

U J

] a

CD J Q

w u ~

w u w Z J cr

gtshylaquo a

z ] laquo

w

0

w-] 0 laquo

]

]

]

]

J

----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

I I

I II)-I f-z lt f-

I z ~ 0 u u lt

u J ltXl

Cl

0 w shyI l) ~

II

u w z gtshyI [1 w

0

z ltI ] 0

lt

w Ci lt w

[ shy

[

[

[

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

I J f-Z laquo fshyz l o U u laquo u en l shyo w u i= [( w U

w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

-10shy

--

(J)

f-z laquo fshy

gt 0 u u ~J laquo

z

u i

gt 0

0 w -J CD

shy

II

w z -J u w

gtshyltt 0

z ltt] 0

~ 0

-] ltt w

~]

]

- -- shy - - - - - shy

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 5: Daniels and Assoc

BusilllS5 ~I_______-------------------1

out the built-in advantages Daniels has because of its financial and operating knowledge of cable televishysion systems A company spokesman remarks that Daniels became involved in the limited partnership bec~use the company realizes there is now a market for cable investment beyond the heavyweight investor The

company credits cables current popushylarity for this and gives due credit to Jones Intercable for pioneering cable limited partnerships

So as it has always been at Daniels through the entrenreneurial spirit of its founder one ithing has led to another-new bloop has been brought in new companiesiformed new divi-

Executive Vice President Fred Vierra only a one-rear veteran1with the company has added his sales experience to the investment banking di~ision

sions mounted-all because of needs unearthed by Daniels investment bankers The companys most recent efforts The Centennial Fund and American Cable TV Investors finally complete the Daniels circle closing the arc of capital formation to comshyplement Daniels existing brokerage and operating arms

And to cap what has been a landshymark year at Daniels the company has just recently moved into plush new headquarters in Denvers exclusive Cherry Creek section The new fourshystory office complex includes employshyee and executive dining facilities a racquetball court spacious tasteful executive offices state-of-the-art electronic conference and presentation facilities among other amenities

Its a long way from company founder Bill Daniels days as roughshyneck cable operator in the hinterlands of Wyoming Colorado and other western states Little did Bill Daniels realize when he first saw television in a Denver bar in the 1950s that the experience would lead to the formashytion of one of cables leading investshyment firms operators personnel recruiters and in fact the formation of the foundation of an entire industry

~---------------------------------------------------------------------------------~

copy1982 Titsch Publishing Inc All rights reserved Reprinted fro m the January 11th issue of CableVision with permission

A PROFILE OF LEADERSHIP

When a company is first to dedicate itself totally to one specific industrj when it takes innovative strides in that industry and when it continues to expand that industrys growth capabilities that company can justifiably be called a leader Daniels amp Associates is the leader in cable television services

CABLE TELEVISION INNOVATOR Daniels amp Associates was the first

company established for the sole purpose of facilitating cable TV financial transactions From its earliest beginnings the company has innovated cable television brokering system operation marketing and development of sophisticated financial structures That innovation continues to gain momentum today

Many of todays leading cable television companies were introducedto the industry by Daniels American Television and Communications Corp (now part of Tune Inc) Television Communications Corp (now part of Warner CorrununicatiQni Inc) Cox Broadcasting Tunes-Mirror Co and WGN-Continental Broadcasting (The Chicago 1hbune) are some which Daniels brought into this dynamic growing industry As the industry has grown so has the Daniels legacy

As Chairman Bill Daniels and his colleagues developed the financial structures and innovative capital formations required to operate a successful profitable cable system that expertise proved valuable to others in the industry as well The phrase nothing succeeds like success takes on new meaning when applied to the services Daniels amp Associates can offer to those who buy sell operate and invest in cable television properties

r

Today the company includes three divisions the Investment Services Group which offers investment banking services to the cable industry the Brokerage Services Group which assists both buyers and sellers in cable properties transactions and the Management Group which provides business support services to the cable industry

The Daniels people have literally grown up with the cable television industry They have been instrumental in convincing such major financial institutions as 1Tavelers Insurance John Hancock Mutual Life Insurance Company JP Morgan Interfunding (the long-term lending arm of the Morgan Guaranty Bank) and Equitable Life Assurance Society of the United States to lend their financial support to the industry And so Daniels has helped make it possible for cable television to enjoy the credibility and growth potential it so genuinely deserves

FlJLFPLLING CABLES PROMISE Other firms offering brokerage

investment or management services seem continually to appear and disappear Not so with Daniels The company was here 20 years ago when the cable industry was full of promise And the company will be here 50 years from now helping to fulfill that promise

INVESTMENT SERVICES

fr

bull J L

--~~

jn- 0IJ)7M- tiPVI t

Historically securing debt and equity capital fOf the cable television industry has not been the easiest task Cable is relatively new and in many aspects is a unique business For that reason Daniels amp Associates created its Investment Services Group This core of highly skilled investment professionals understands both cable television and investment banking They are people who succeed at putting lenders and cable operators together-for the benefit of both

SUCCESSFUL FINANCING RESULTS The Daniels Investment Services

Group works through national and regional financial institutions to secure capital for operators of virtually every size ~able system including multi-system and singleshysystem operations The Investment Group takes pride in the faCt it has never failed to secure acommitment for a listed client because thats the very best measure of the groupscompeteuronce and professionalism That success can be attributed to a thorough knowledge of lending procedures-a knowledge that works to the advantage of both lender and operator

When the Daniels Investment Services Group begL1s work with a system operator the first important step is an in-depth analysis of the operators business objectives Debt capacity is studied Growth potential is estimated Operations and management are reviewed The systems financial history is scrutinized All are necessary so the Daniels investment manager can match the system with the appropriate financial resources

If during the analysis and review stage any operational problems are identified Daniels offers solutions to those problems That makes for a better system and eases the financing proced ure

After comprehensive value analysis the investment manager prepares a professional and thorough loan presentation This presentation includes information on a systems operations management financial history appraised value and anticipated performance It also

includes an exact description of the desired terms purpose for which the money will be used payment plans and the terms and conditions of the loan agreement

Once the presentation is complete the investment manager then begins to secure and expedite the loan working with appropriate sources to acquire the required funds Here again the Daniels name is of great value As a recognized cable television leader Daniels has earned credibility and respect in the financial community The company was responsible for introducing the cable industry to major financial institutions as well as leading capital investment firms such as Narragansett Capital Corporation and The Prospect Company And the company continues its efforts daily to create new funding sources and maintain contact with its current major lenders

The objective of all investment efforts is to assist cable system operators in establTshing long-term relationships with responsive financial institutions

The Investment Services Group is supported by an extremely capable back-up staff People who have virtually written the book on cable television management operation and financing In this respect Daniels is unique among investment banking firms providing service to the cable industry

In addition to the placement of debt the Investment Services Group structures limited partnership and institutional equity ventures as well

EXTENDED VALUE As a uniquecabletelevision

investment resource the Daniels Investment Group has provided its customers with consulting and financial services that have had extended value Not only has Daniels secured capital but historically-through services provided-made it possible for system operators to turn that capital in to profit And that is the most compelling consideration of all

3

2930 East Third AvenueDaniels amp PO Box 6008

Associates Inc Denver Colorado 80206 303321-7550

DANIELS amp ASSOCIATES INC July 1981 A PROFILE

It is the business philosophy of Daniels amp Associates Inc to support its clients needs with all of its resour~es experience and concerted judgement Daniels as a company is unique serving the cable communications industry in three primary ways brokerage services investment services and system management

The Management Division offers expertiBe in four key areas of cable system management administration marketing accounting and engineering Daniels operates 21 cable systems in 11 states and is one of the few companies that manages systems it does not contFol testimony to its clients trust and regard

The Brokerage Division has led the cabie industry in volume of sales initiated every year since 1958 when it was formed as part of a commitment to be the first brokerage firm specializing in cable television Because the cable marketplace is more active than ever before Daniels brokers must be highly skilled professionals who are committed to structuring transactions to benefit both seller and buyer

Daniels brokers have completed analyses of all companies they represent An analysis typically examines growth potential engineering operations manageshyment procedures programming marketing services staff and financial projecshytions The broker will provide the analysis and his own judgement and perspective to prospective buyers to ensure the acquisition opportunity meets the buyers overall business objectives and investment needs

The Investment Services Division works through national and regional financial institutions to secure debt and many sources to obtain equity for cable operators of virtually every size Daniels investment bankers not only have secured capital but historically--through services provided--have made it possible for system operators to turn that capital into profit~

Daniels has been an industry innovator and has introduced a number of major companies to the cable industry including

Times-Mirror Company Chicago Tribune Storer Broadcasting General Tire amp Rubber

Teleprompter Corporation Scripps-Howard Broadcasting Capital Cities Communications Cox Broadcasting Corporation

As a client you may be assured of the highest professional integrity and judgement from Daniels professionals Our 25 years of experience and broad perspective will ensure your objectives are attained

j _ (lC

VAIH HESEAHCI-I C01lPAY tRASPJ~~ATION

COlJlERCIALiIDCSTRIAL DE ELOPERS bull PEL EST ATE BHO- ERS

POBOX 310 CiT y HALL PLAZA d98ZJE~ ~2~ M 4c )Jt~ VANIR lOWER February 18 1982

FIL E NO___-=J Y - shyRO t i~)amp ___

I I _ -

Mr Donald R Howery General Manager DEPARTMENT OF TRANSPORTATION Room 1600 City Hall Los Angeles California 90012

Dear Mr Howery

Please be advised that Vanir Research Company will make available all the necessary equity and debt funds to construct operate and maintain the cable television system within the City of Los Angeles area known as Boyle Heights in the amount of $385 million as per the requirements of the enabling odinance No 156295 granting a cable franchise for the Boyle Heights area to Buena Vista Telecommunications of Boyle Heights Inc

I am enclosing a copy of my certified financial statement which is to remain confidential and not for public disclosure Should you require any additional information please advise at your earliest convenience For further verification of Vanirs financial capability to construct operate and maintain this cable TV system you may contact Mr Richard S Koon Vice President and Manager Crocker National Bank Construction Finance 1475 S Bascom Avenue Suite 101 Campbell California 95008

Very truly yours

VANIR RESEARCH COMPANY

HFDdlf

Enclosure Certified Financial Statement and accompanying Interim Summary Statement

VANIR RESEARCH COMPANY 1982 FEB 22 PM 4 i I (A DBA of H Frank Dominguez)

FINANCIAL STATEMENT

FEBRUARY 28 1 1981

Attached statement and supporting schedules both printed ~

and written give a full~ true and correct statement o~

the financial condition of the Vanir Research Company as of

the date indicated

There are not any material modifications that should be

made to the accompanying financial statement for the period

ending February 15 1982

~UNTANT

(A VANIR RESEARCH COMPANY DBA of H Fran~Do~i~guez

FINANCIAL STATEMENT

FEBRUARY 28 198i

ASSETS

CURHENT ASSETS Cash in Danks Deposits Accounts Receivable Notes Receivable - Short Term

$ 732481 36410

2103794

19800

TOTAL CURRENT ASSETS $ 2892485

Notes Receivable - Long Term 707553

Undistributed Funds Receivable 145736

Real Estate Income Property Investments 25544844

Land Leases and Development

Real Estate Owned for 9502419

Other Assets 9210407

TOTAL ASSETS bull $ 48003444

VANIR RESEARCH COnPANY

(A DBA of H Frank Dominquez

FINANCIAL STATE~E~T i middot

FEBRUARY 28 1981

LIABILITIES

CURRENT LIABILITIES

Current Maturities of Secured Notes $ 394126

NON-CuRRENT LIABILITIES Long Term Secured Notes

Payable 14538063

TOTAL LIABILITIES $ 14932189

NET ~vORTH 33071255

TOTAL tIABILITIES AND NET WORTH $ lt18003444

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

-1-

EXHIBIT A

J (f)

Z

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z =gt 0 u U ltt U

] III =gt shy0 w u j

J gt-

a w u w Z

lt

] c a z lt w Ci lt

~J w

- ]

---

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

ii

----

- -

~==~~==================================================

~~

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

-3shy

====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

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----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

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w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 6: Daniels and Assoc

A PROFILE OF LEADERSHIP

When a company is first to dedicate itself totally to one specific industrj when it takes innovative strides in that industry and when it continues to expand that industrys growth capabilities that company can justifiably be called a leader Daniels amp Associates is the leader in cable television services

CABLE TELEVISION INNOVATOR Daniels amp Associates was the first

company established for the sole purpose of facilitating cable TV financial transactions From its earliest beginnings the company has innovated cable television brokering system operation marketing and development of sophisticated financial structures That innovation continues to gain momentum today

Many of todays leading cable television companies were introducedto the industry by Daniels American Television and Communications Corp (now part of Tune Inc) Television Communications Corp (now part of Warner CorrununicatiQni Inc) Cox Broadcasting Tunes-Mirror Co and WGN-Continental Broadcasting (The Chicago 1hbune) are some which Daniels brought into this dynamic growing industry As the industry has grown so has the Daniels legacy

As Chairman Bill Daniels and his colleagues developed the financial structures and innovative capital formations required to operate a successful profitable cable system that expertise proved valuable to others in the industry as well The phrase nothing succeeds like success takes on new meaning when applied to the services Daniels amp Associates can offer to those who buy sell operate and invest in cable television properties

r

Today the company includes three divisions the Investment Services Group which offers investment banking services to the cable industry the Brokerage Services Group which assists both buyers and sellers in cable properties transactions and the Management Group which provides business support services to the cable industry

The Daniels people have literally grown up with the cable television industry They have been instrumental in convincing such major financial institutions as 1Tavelers Insurance John Hancock Mutual Life Insurance Company JP Morgan Interfunding (the long-term lending arm of the Morgan Guaranty Bank) and Equitable Life Assurance Society of the United States to lend their financial support to the industry And so Daniels has helped make it possible for cable television to enjoy the credibility and growth potential it so genuinely deserves

FlJLFPLLING CABLES PROMISE Other firms offering brokerage

investment or management services seem continually to appear and disappear Not so with Daniels The company was here 20 years ago when the cable industry was full of promise And the company will be here 50 years from now helping to fulfill that promise

INVESTMENT SERVICES

fr

bull J L

--~~

jn- 0IJ)7M- tiPVI t

Historically securing debt and equity capital fOf the cable television industry has not been the easiest task Cable is relatively new and in many aspects is a unique business For that reason Daniels amp Associates created its Investment Services Group This core of highly skilled investment professionals understands both cable television and investment banking They are people who succeed at putting lenders and cable operators together-for the benefit of both

SUCCESSFUL FINANCING RESULTS The Daniels Investment Services

Group works through national and regional financial institutions to secure capital for operators of virtually every size ~able system including multi-system and singleshysystem operations The Investment Group takes pride in the faCt it has never failed to secure acommitment for a listed client because thats the very best measure of the groupscompeteuronce and professionalism That success can be attributed to a thorough knowledge of lending procedures-a knowledge that works to the advantage of both lender and operator

When the Daniels Investment Services Group begL1s work with a system operator the first important step is an in-depth analysis of the operators business objectives Debt capacity is studied Growth potential is estimated Operations and management are reviewed The systems financial history is scrutinized All are necessary so the Daniels investment manager can match the system with the appropriate financial resources

If during the analysis and review stage any operational problems are identified Daniels offers solutions to those problems That makes for a better system and eases the financing proced ure

After comprehensive value analysis the investment manager prepares a professional and thorough loan presentation This presentation includes information on a systems operations management financial history appraised value and anticipated performance It also

includes an exact description of the desired terms purpose for which the money will be used payment plans and the terms and conditions of the loan agreement

Once the presentation is complete the investment manager then begins to secure and expedite the loan working with appropriate sources to acquire the required funds Here again the Daniels name is of great value As a recognized cable television leader Daniels has earned credibility and respect in the financial community The company was responsible for introducing the cable industry to major financial institutions as well as leading capital investment firms such as Narragansett Capital Corporation and The Prospect Company And the company continues its efforts daily to create new funding sources and maintain contact with its current major lenders

The objective of all investment efforts is to assist cable system operators in establTshing long-term relationships with responsive financial institutions

The Investment Services Group is supported by an extremely capable back-up staff People who have virtually written the book on cable television management operation and financing In this respect Daniels is unique among investment banking firms providing service to the cable industry

In addition to the placement of debt the Investment Services Group structures limited partnership and institutional equity ventures as well

EXTENDED VALUE As a uniquecabletelevision

investment resource the Daniels Investment Group has provided its customers with consulting and financial services that have had extended value Not only has Daniels secured capital but historically-through services provided-made it possible for system operators to turn that capital in to profit And that is the most compelling consideration of all

3

2930 East Third AvenueDaniels amp PO Box 6008

Associates Inc Denver Colorado 80206 303321-7550

DANIELS amp ASSOCIATES INC July 1981 A PROFILE

It is the business philosophy of Daniels amp Associates Inc to support its clients needs with all of its resour~es experience and concerted judgement Daniels as a company is unique serving the cable communications industry in three primary ways brokerage services investment services and system management

The Management Division offers expertiBe in four key areas of cable system management administration marketing accounting and engineering Daniels operates 21 cable systems in 11 states and is one of the few companies that manages systems it does not contFol testimony to its clients trust and regard

The Brokerage Division has led the cabie industry in volume of sales initiated every year since 1958 when it was formed as part of a commitment to be the first brokerage firm specializing in cable television Because the cable marketplace is more active than ever before Daniels brokers must be highly skilled professionals who are committed to structuring transactions to benefit both seller and buyer

Daniels brokers have completed analyses of all companies they represent An analysis typically examines growth potential engineering operations manageshyment procedures programming marketing services staff and financial projecshytions The broker will provide the analysis and his own judgement and perspective to prospective buyers to ensure the acquisition opportunity meets the buyers overall business objectives and investment needs

The Investment Services Division works through national and regional financial institutions to secure debt and many sources to obtain equity for cable operators of virtually every size Daniels investment bankers not only have secured capital but historically--through services provided--have made it possible for system operators to turn that capital into profit~

Daniels has been an industry innovator and has introduced a number of major companies to the cable industry including

Times-Mirror Company Chicago Tribune Storer Broadcasting General Tire amp Rubber

Teleprompter Corporation Scripps-Howard Broadcasting Capital Cities Communications Cox Broadcasting Corporation

As a client you may be assured of the highest professional integrity and judgement from Daniels professionals Our 25 years of experience and broad perspective will ensure your objectives are attained

j _ (lC

VAIH HESEAHCI-I C01lPAY tRASPJ~~ATION

COlJlERCIALiIDCSTRIAL DE ELOPERS bull PEL EST ATE BHO- ERS

POBOX 310 CiT y HALL PLAZA d98ZJE~ ~2~ M 4c )Jt~ VANIR lOWER February 18 1982

FIL E NO___-=J Y - shyRO t i~)amp ___

I I _ -

Mr Donald R Howery General Manager DEPARTMENT OF TRANSPORTATION Room 1600 City Hall Los Angeles California 90012

Dear Mr Howery

Please be advised that Vanir Research Company will make available all the necessary equity and debt funds to construct operate and maintain the cable television system within the City of Los Angeles area known as Boyle Heights in the amount of $385 million as per the requirements of the enabling odinance No 156295 granting a cable franchise for the Boyle Heights area to Buena Vista Telecommunications of Boyle Heights Inc

I am enclosing a copy of my certified financial statement which is to remain confidential and not for public disclosure Should you require any additional information please advise at your earliest convenience For further verification of Vanirs financial capability to construct operate and maintain this cable TV system you may contact Mr Richard S Koon Vice President and Manager Crocker National Bank Construction Finance 1475 S Bascom Avenue Suite 101 Campbell California 95008

Very truly yours

VANIR RESEARCH COMPANY

HFDdlf

Enclosure Certified Financial Statement and accompanying Interim Summary Statement

VANIR RESEARCH COMPANY 1982 FEB 22 PM 4 i I (A DBA of H Frank Dominguez)

FINANCIAL STATEMENT

FEBRUARY 28 1 1981

Attached statement and supporting schedules both printed ~

and written give a full~ true and correct statement o~

the financial condition of the Vanir Research Company as of

the date indicated

There are not any material modifications that should be

made to the accompanying financial statement for the period

ending February 15 1982

~UNTANT

(A VANIR RESEARCH COMPANY DBA of H Fran~Do~i~guez

FINANCIAL STATEMENT

FEBRUARY 28 198i

ASSETS

CURHENT ASSETS Cash in Danks Deposits Accounts Receivable Notes Receivable - Short Term

$ 732481 36410

2103794

19800

TOTAL CURRENT ASSETS $ 2892485

Notes Receivable - Long Term 707553

Undistributed Funds Receivable 145736

Real Estate Income Property Investments 25544844

Land Leases and Development

Real Estate Owned for 9502419

Other Assets 9210407

TOTAL ASSETS bull $ 48003444

VANIR RESEARCH COnPANY

(A DBA of H Frank Dominquez

FINANCIAL STATE~E~T i middot

FEBRUARY 28 1981

LIABILITIES

CURRENT LIABILITIES

Current Maturities of Secured Notes $ 394126

NON-CuRRENT LIABILITIES Long Term Secured Notes

Payable 14538063

TOTAL LIABILITIES $ 14932189

NET ~vORTH 33071255

TOTAL tIABILITIES AND NET WORTH $ lt18003444

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

-1-

EXHIBIT A

J (f)

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z =gt 0 u U ltt U

] III =gt shy0 w u j

J gt-

a w u w Z

lt

] c a z lt w Ci lt

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- ]

---

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

ii

----

- -

~==~~==================================================

~~

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

-3shy

====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

u II gt Cgtshy

O w u

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I II

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

-6shy

Jil

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z[ 1 a lt w -a w

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r ) I J J

J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

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----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

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w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

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Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

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11 eges)

(1 cal)

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46

- 47

48

49

50 ~ 5l

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H

~ 54 -5 ~

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B

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j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 7: Daniels and Assoc

INVESTMENT SERVICES

fr

bull J L

--~~

jn- 0IJ)7M- tiPVI t

Historically securing debt and equity capital fOf the cable television industry has not been the easiest task Cable is relatively new and in many aspects is a unique business For that reason Daniels amp Associates created its Investment Services Group This core of highly skilled investment professionals understands both cable television and investment banking They are people who succeed at putting lenders and cable operators together-for the benefit of both

SUCCESSFUL FINANCING RESULTS The Daniels Investment Services

Group works through national and regional financial institutions to secure capital for operators of virtually every size ~able system including multi-system and singleshysystem operations The Investment Group takes pride in the faCt it has never failed to secure acommitment for a listed client because thats the very best measure of the groupscompeteuronce and professionalism That success can be attributed to a thorough knowledge of lending procedures-a knowledge that works to the advantage of both lender and operator

When the Daniels Investment Services Group begL1s work with a system operator the first important step is an in-depth analysis of the operators business objectives Debt capacity is studied Growth potential is estimated Operations and management are reviewed The systems financial history is scrutinized All are necessary so the Daniels investment manager can match the system with the appropriate financial resources

If during the analysis and review stage any operational problems are identified Daniels offers solutions to those problems That makes for a better system and eases the financing proced ure

After comprehensive value analysis the investment manager prepares a professional and thorough loan presentation This presentation includes information on a systems operations management financial history appraised value and anticipated performance It also

includes an exact description of the desired terms purpose for which the money will be used payment plans and the terms and conditions of the loan agreement

Once the presentation is complete the investment manager then begins to secure and expedite the loan working with appropriate sources to acquire the required funds Here again the Daniels name is of great value As a recognized cable television leader Daniels has earned credibility and respect in the financial community The company was responsible for introducing the cable industry to major financial institutions as well as leading capital investment firms such as Narragansett Capital Corporation and The Prospect Company And the company continues its efforts daily to create new funding sources and maintain contact with its current major lenders

The objective of all investment efforts is to assist cable system operators in establTshing long-term relationships with responsive financial institutions

The Investment Services Group is supported by an extremely capable back-up staff People who have virtually written the book on cable television management operation and financing In this respect Daniels is unique among investment banking firms providing service to the cable industry

In addition to the placement of debt the Investment Services Group structures limited partnership and institutional equity ventures as well

EXTENDED VALUE As a uniquecabletelevision

investment resource the Daniels Investment Group has provided its customers with consulting and financial services that have had extended value Not only has Daniels secured capital but historically-through services provided-made it possible for system operators to turn that capital in to profit And that is the most compelling consideration of all

3

2930 East Third AvenueDaniels amp PO Box 6008

Associates Inc Denver Colorado 80206 303321-7550

DANIELS amp ASSOCIATES INC July 1981 A PROFILE

It is the business philosophy of Daniels amp Associates Inc to support its clients needs with all of its resour~es experience and concerted judgement Daniels as a company is unique serving the cable communications industry in three primary ways brokerage services investment services and system management

The Management Division offers expertiBe in four key areas of cable system management administration marketing accounting and engineering Daniels operates 21 cable systems in 11 states and is one of the few companies that manages systems it does not contFol testimony to its clients trust and regard

The Brokerage Division has led the cabie industry in volume of sales initiated every year since 1958 when it was formed as part of a commitment to be the first brokerage firm specializing in cable television Because the cable marketplace is more active than ever before Daniels brokers must be highly skilled professionals who are committed to structuring transactions to benefit both seller and buyer

Daniels brokers have completed analyses of all companies they represent An analysis typically examines growth potential engineering operations manageshyment procedures programming marketing services staff and financial projecshytions The broker will provide the analysis and his own judgement and perspective to prospective buyers to ensure the acquisition opportunity meets the buyers overall business objectives and investment needs

The Investment Services Division works through national and regional financial institutions to secure debt and many sources to obtain equity for cable operators of virtually every size Daniels investment bankers not only have secured capital but historically--through services provided--have made it possible for system operators to turn that capital into profit~

Daniels has been an industry innovator and has introduced a number of major companies to the cable industry including

Times-Mirror Company Chicago Tribune Storer Broadcasting General Tire amp Rubber

Teleprompter Corporation Scripps-Howard Broadcasting Capital Cities Communications Cox Broadcasting Corporation

As a client you may be assured of the highest professional integrity and judgement from Daniels professionals Our 25 years of experience and broad perspective will ensure your objectives are attained

j _ (lC

VAIH HESEAHCI-I C01lPAY tRASPJ~~ATION

COlJlERCIALiIDCSTRIAL DE ELOPERS bull PEL EST ATE BHO- ERS

POBOX 310 CiT y HALL PLAZA d98ZJE~ ~2~ M 4c )Jt~ VANIR lOWER February 18 1982

FIL E NO___-=J Y - shyRO t i~)amp ___

I I _ -

Mr Donald R Howery General Manager DEPARTMENT OF TRANSPORTATION Room 1600 City Hall Los Angeles California 90012

Dear Mr Howery

Please be advised that Vanir Research Company will make available all the necessary equity and debt funds to construct operate and maintain the cable television system within the City of Los Angeles area known as Boyle Heights in the amount of $385 million as per the requirements of the enabling odinance No 156295 granting a cable franchise for the Boyle Heights area to Buena Vista Telecommunications of Boyle Heights Inc

I am enclosing a copy of my certified financial statement which is to remain confidential and not for public disclosure Should you require any additional information please advise at your earliest convenience For further verification of Vanirs financial capability to construct operate and maintain this cable TV system you may contact Mr Richard S Koon Vice President and Manager Crocker National Bank Construction Finance 1475 S Bascom Avenue Suite 101 Campbell California 95008

Very truly yours

VANIR RESEARCH COMPANY

HFDdlf

Enclosure Certified Financial Statement and accompanying Interim Summary Statement

VANIR RESEARCH COMPANY 1982 FEB 22 PM 4 i I (A DBA of H Frank Dominguez)

FINANCIAL STATEMENT

FEBRUARY 28 1 1981

Attached statement and supporting schedules both printed ~

and written give a full~ true and correct statement o~

the financial condition of the Vanir Research Company as of

the date indicated

There are not any material modifications that should be

made to the accompanying financial statement for the period

ending February 15 1982

~UNTANT

(A VANIR RESEARCH COMPANY DBA of H Fran~Do~i~guez

FINANCIAL STATEMENT

FEBRUARY 28 198i

ASSETS

CURHENT ASSETS Cash in Danks Deposits Accounts Receivable Notes Receivable - Short Term

$ 732481 36410

2103794

19800

TOTAL CURRENT ASSETS $ 2892485

Notes Receivable - Long Term 707553

Undistributed Funds Receivable 145736

Real Estate Income Property Investments 25544844

Land Leases and Development

Real Estate Owned for 9502419

Other Assets 9210407

TOTAL ASSETS bull $ 48003444

VANIR RESEARCH COnPANY

(A DBA of H Frank Dominquez

FINANCIAL STATE~E~T i middot

FEBRUARY 28 1981

LIABILITIES

CURRENT LIABILITIES

Current Maturities of Secured Notes $ 394126

NON-CuRRENT LIABILITIES Long Term Secured Notes

Payable 14538063

TOTAL LIABILITIES $ 14932189

NET ~vORTH 33071255

TOTAL tIABILITIES AND NET WORTH $ lt18003444

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

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EXHIBIT A

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

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====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

-I

-- I I en

t-Z

J lt

z tshy

gt 0 u u lt

u

J

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0 W

IL

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UJ Z gtshyltl ltl

z ltl] UJ

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Q

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)

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J

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

-6shy

Jil

- --- - ----- shy

I I I I I I III

f-shyz lti f-shy

I z gt 0 u u lti

~ J ID gt a a w[ ] u f=

( gt-z

w a u w

lt CI

z[ 1 a lt w -a w

[ IT lt

r ) I J J

J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

-7shy

11

l

J ]

]

]

-]

- ] Z f shy

lt f-Z J 0 U U) lt

U J

] a

CD J Q

w u ~

w u w Z J cr

gtshylaquo a

z ] laquo

w

0

w-] 0 laquo

]

]

]

]

J

----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

I I

I II)-I f-z lt f-

I z ~ 0 u u lt

u J ltXl

Cl

0 w shyI l) ~

II

u w z gtshyI [1 w

0

z ltI ] 0

lt

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[

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

I J f-Z laquo fshyz l o U u laquo u en l shyo w u i= [( w U

w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

-10shy

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(J)

f-z laquo fshy

gt 0 u u ~J laquo

z

u i

gt 0

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 8: Daniels and Assoc

2930 East Third AvenueDaniels amp PO Box 6008

Associates Inc Denver Colorado 80206 303321-7550

DANIELS amp ASSOCIATES INC July 1981 A PROFILE

It is the business philosophy of Daniels amp Associates Inc to support its clients needs with all of its resour~es experience and concerted judgement Daniels as a company is unique serving the cable communications industry in three primary ways brokerage services investment services and system management

The Management Division offers expertiBe in four key areas of cable system management administration marketing accounting and engineering Daniels operates 21 cable systems in 11 states and is one of the few companies that manages systems it does not contFol testimony to its clients trust and regard

The Brokerage Division has led the cabie industry in volume of sales initiated every year since 1958 when it was formed as part of a commitment to be the first brokerage firm specializing in cable television Because the cable marketplace is more active than ever before Daniels brokers must be highly skilled professionals who are committed to structuring transactions to benefit both seller and buyer

Daniels brokers have completed analyses of all companies they represent An analysis typically examines growth potential engineering operations manageshyment procedures programming marketing services staff and financial projecshytions The broker will provide the analysis and his own judgement and perspective to prospective buyers to ensure the acquisition opportunity meets the buyers overall business objectives and investment needs

The Investment Services Division works through national and regional financial institutions to secure debt and many sources to obtain equity for cable operators of virtually every size Daniels investment bankers not only have secured capital but historically--through services provided--have made it possible for system operators to turn that capital into profit~

Daniels has been an industry innovator and has introduced a number of major companies to the cable industry including

Times-Mirror Company Chicago Tribune Storer Broadcasting General Tire amp Rubber

Teleprompter Corporation Scripps-Howard Broadcasting Capital Cities Communications Cox Broadcasting Corporation

As a client you may be assured of the highest professional integrity and judgement from Daniels professionals Our 25 years of experience and broad perspective will ensure your objectives are attained

j _ (lC

VAIH HESEAHCI-I C01lPAY tRASPJ~~ATION

COlJlERCIALiIDCSTRIAL DE ELOPERS bull PEL EST ATE BHO- ERS

POBOX 310 CiT y HALL PLAZA d98ZJE~ ~2~ M 4c )Jt~ VANIR lOWER February 18 1982

FIL E NO___-=J Y - shyRO t i~)amp ___

I I _ -

Mr Donald R Howery General Manager DEPARTMENT OF TRANSPORTATION Room 1600 City Hall Los Angeles California 90012

Dear Mr Howery

Please be advised that Vanir Research Company will make available all the necessary equity and debt funds to construct operate and maintain the cable television system within the City of Los Angeles area known as Boyle Heights in the amount of $385 million as per the requirements of the enabling odinance No 156295 granting a cable franchise for the Boyle Heights area to Buena Vista Telecommunications of Boyle Heights Inc

I am enclosing a copy of my certified financial statement which is to remain confidential and not for public disclosure Should you require any additional information please advise at your earliest convenience For further verification of Vanirs financial capability to construct operate and maintain this cable TV system you may contact Mr Richard S Koon Vice President and Manager Crocker National Bank Construction Finance 1475 S Bascom Avenue Suite 101 Campbell California 95008

Very truly yours

VANIR RESEARCH COMPANY

HFDdlf

Enclosure Certified Financial Statement and accompanying Interim Summary Statement

VANIR RESEARCH COMPANY 1982 FEB 22 PM 4 i I (A DBA of H Frank Dominguez)

FINANCIAL STATEMENT

FEBRUARY 28 1 1981

Attached statement and supporting schedules both printed ~

and written give a full~ true and correct statement o~

the financial condition of the Vanir Research Company as of

the date indicated

There are not any material modifications that should be

made to the accompanying financial statement for the period

ending February 15 1982

~UNTANT

(A VANIR RESEARCH COMPANY DBA of H Fran~Do~i~guez

FINANCIAL STATEMENT

FEBRUARY 28 198i

ASSETS

CURHENT ASSETS Cash in Danks Deposits Accounts Receivable Notes Receivable - Short Term

$ 732481 36410

2103794

19800

TOTAL CURRENT ASSETS $ 2892485

Notes Receivable - Long Term 707553

Undistributed Funds Receivable 145736

Real Estate Income Property Investments 25544844

Land Leases and Development

Real Estate Owned for 9502419

Other Assets 9210407

TOTAL ASSETS bull $ 48003444

VANIR RESEARCH COnPANY

(A DBA of H Frank Dominquez

FINANCIAL STATE~E~T i middot

FEBRUARY 28 1981

LIABILITIES

CURRENT LIABILITIES

Current Maturities of Secured Notes $ 394126

NON-CuRRENT LIABILITIES Long Term Secured Notes

Payable 14538063

TOTAL LIABILITIES $ 14932189

NET ~vORTH 33071255

TOTAL tIABILITIES AND NET WORTH $ lt18003444

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

-1-

EXHIBIT A

J (f)

Z

J ltt

z =gt 0 u U ltt U

] III =gt shy0 w u j

J gt-

a w u w Z

lt

] c a z lt w Ci lt

~J w

- ]

---

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

ii

----

- -

~==~~==================================================

~~

[

[

[

[

[

[

[

[

[

[

[

[

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0 W

u f= a w u w Z gtshylaquo 0shy

a z laquo w-

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]

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

-3shy

====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

u II gt Cgtshy

O w u

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o Z ct w o ct w

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I II

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

-6shy

Jil

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( gt-z

w a u w

lt CI

z[ 1 a lt w -a w

[ IT lt

r ) I J J

J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

-7shy

11

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----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

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u J ltXl

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

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w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

-10shy

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 9: Daniels and Assoc

j _ (lC

VAIH HESEAHCI-I C01lPAY tRASPJ~~ATION

COlJlERCIALiIDCSTRIAL DE ELOPERS bull PEL EST ATE BHO- ERS

POBOX 310 CiT y HALL PLAZA d98ZJE~ ~2~ M 4c )Jt~ VANIR lOWER February 18 1982

FIL E NO___-=J Y - shyRO t i~)amp ___

I I _ -

Mr Donald R Howery General Manager DEPARTMENT OF TRANSPORTATION Room 1600 City Hall Los Angeles California 90012

Dear Mr Howery

Please be advised that Vanir Research Company will make available all the necessary equity and debt funds to construct operate and maintain the cable television system within the City of Los Angeles area known as Boyle Heights in the amount of $385 million as per the requirements of the enabling odinance No 156295 granting a cable franchise for the Boyle Heights area to Buena Vista Telecommunications of Boyle Heights Inc

I am enclosing a copy of my certified financial statement which is to remain confidential and not for public disclosure Should you require any additional information please advise at your earliest convenience For further verification of Vanirs financial capability to construct operate and maintain this cable TV system you may contact Mr Richard S Koon Vice President and Manager Crocker National Bank Construction Finance 1475 S Bascom Avenue Suite 101 Campbell California 95008

Very truly yours

VANIR RESEARCH COMPANY

HFDdlf

Enclosure Certified Financial Statement and accompanying Interim Summary Statement

VANIR RESEARCH COMPANY 1982 FEB 22 PM 4 i I (A DBA of H Frank Dominguez)

FINANCIAL STATEMENT

FEBRUARY 28 1 1981

Attached statement and supporting schedules both printed ~

and written give a full~ true and correct statement o~

the financial condition of the Vanir Research Company as of

the date indicated

There are not any material modifications that should be

made to the accompanying financial statement for the period

ending February 15 1982

~UNTANT

(A VANIR RESEARCH COMPANY DBA of H Fran~Do~i~guez

FINANCIAL STATEMENT

FEBRUARY 28 198i

ASSETS

CURHENT ASSETS Cash in Danks Deposits Accounts Receivable Notes Receivable - Short Term

$ 732481 36410

2103794

19800

TOTAL CURRENT ASSETS $ 2892485

Notes Receivable - Long Term 707553

Undistributed Funds Receivable 145736

Real Estate Income Property Investments 25544844

Land Leases and Development

Real Estate Owned for 9502419

Other Assets 9210407

TOTAL ASSETS bull $ 48003444

VANIR RESEARCH COnPANY

(A DBA of H Frank Dominquez

FINANCIAL STATE~E~T i middot

FEBRUARY 28 1981

LIABILITIES

CURRENT LIABILITIES

Current Maturities of Secured Notes $ 394126

NON-CuRRENT LIABILITIES Long Term Secured Notes

Payable 14538063

TOTAL LIABILITIES $ 14932189

NET ~vORTH 33071255

TOTAL tIABILITIES AND NET WORTH $ lt18003444

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

-1-

EXHIBIT A

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

ii

----

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

-3shy

====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

u II gt Cgtshy

O w u

~ a w u w Z gtshyct Q

o Z ct w o ct w

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I II

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

-I

-- I I en

t-Z

J lt

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u

J

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IL

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J

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

-6shy

Jil

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I I I I I I III

f-shyz lti f-shy

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( gt-z

w a u w

lt CI

z[ 1 a lt w -a w

[ IT lt

r ) I J J

J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

-7shy

11

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J ]

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]

-]

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U J

] a

CD J Q

w u ~

w u w Z J cr

gtshylaquo a

z ] laquo

w

0

w-] 0 laquo

]

]

]

]

J

----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

I I

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u J ltXl

Cl

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II

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0

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

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w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

-10shy

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(J)

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 10: Daniels and Assoc

VANIR RESEARCH COMPANY 1982 FEB 22 PM 4 i I (A DBA of H Frank Dominguez)

FINANCIAL STATEMENT

FEBRUARY 28 1 1981

Attached statement and supporting schedules both printed ~

and written give a full~ true and correct statement o~

the financial condition of the Vanir Research Company as of

the date indicated

There are not any material modifications that should be

made to the accompanying financial statement for the period

ending February 15 1982

~UNTANT

(A VANIR RESEARCH COMPANY DBA of H Fran~Do~i~guez

FINANCIAL STATEMENT

FEBRUARY 28 198i

ASSETS

CURHENT ASSETS Cash in Danks Deposits Accounts Receivable Notes Receivable - Short Term

$ 732481 36410

2103794

19800

TOTAL CURRENT ASSETS $ 2892485

Notes Receivable - Long Term 707553

Undistributed Funds Receivable 145736

Real Estate Income Property Investments 25544844

Land Leases and Development

Real Estate Owned for 9502419

Other Assets 9210407

TOTAL ASSETS bull $ 48003444

VANIR RESEARCH COnPANY

(A DBA of H Frank Dominquez

FINANCIAL STATE~E~T i middot

FEBRUARY 28 1981

LIABILITIES

CURRENT LIABILITIES

Current Maturities of Secured Notes $ 394126

NON-CuRRENT LIABILITIES Long Term Secured Notes

Payable 14538063

TOTAL LIABILITIES $ 14932189

NET ~vORTH 33071255

TOTAL tIABILITIES AND NET WORTH $ lt18003444

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

-1-

EXHIBIT A

J (f)

Z

J ltt

z =gt 0 u U ltt U

] III =gt shy0 w u j

J gt-

a w u w Z

lt

] c a z lt w Ci lt

~J w

- ]

---

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

ii

----

- -

~==~~==================================================

~~

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J

EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

-3shy

====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

u II gt Cgtshy

O w u

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I II

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

-6shy

Jil

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I I I I I I III

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( gt-z

w a u w

lt CI

z[ 1 a lt w -a w

[ IT lt

r ) I J J

J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

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11

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w u ~

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----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

I I

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u J ltXl

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II

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

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w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

-10shy

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 11: Daniels and Assoc

(A VANIR RESEARCH COMPANY DBA of H Fran~Do~i~guez

FINANCIAL STATEMENT

FEBRUARY 28 198i

ASSETS

CURHENT ASSETS Cash in Danks Deposits Accounts Receivable Notes Receivable - Short Term

$ 732481 36410

2103794

19800

TOTAL CURRENT ASSETS $ 2892485

Notes Receivable - Long Term 707553

Undistributed Funds Receivable 145736

Real Estate Income Property Investments 25544844

Land Leases and Development

Real Estate Owned for 9502419

Other Assets 9210407

TOTAL ASSETS bull $ 48003444

VANIR RESEARCH COnPANY

(A DBA of H Frank Dominquez

FINANCIAL STATE~E~T i middot

FEBRUARY 28 1981

LIABILITIES

CURRENT LIABILITIES

Current Maturities of Secured Notes $ 394126

NON-CuRRENT LIABILITIES Long Term Secured Notes

Payable 14538063

TOTAL LIABILITIES $ 14932189

NET ~vORTH 33071255

TOTAL tIABILITIES AND NET WORTH $ lt18003444

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

-1-

EXHIBIT A

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

ii

----

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

-3shy

====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

-I

-- I I en

t-Z

J lt

z tshy

gt 0 u u lt

u

J

gt Cgt

0 W

IL

a w UJ ~

UJ Z gtshyltl ltl

z ltl] UJ

a

Q

J ltl UJ

)

J ]

J

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

-6shy

Jil

- --- - ----- shy

I I I I I I III

f-shyz lti f-shy

I z gt 0 u u lti

~ J ID gt a a w[ ] u f=

( gt-z

w a u w

lt CI

z[ 1 a lt w -a w

[ IT lt

r ) I J J

J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

-7shy

11

l

J ]

]

]

-]

- ] Z f shy

lt f-Z J 0 U U) lt

U J

] a

CD J Q

w u ~

w u w Z J cr

gtshylaquo a

z ] laquo

w

0

w-] 0 laquo

]

]

]

]

J

----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

I I

I II)-I f-z lt f-

I z ~ 0 u u lt

u J ltXl

Cl

0 w shyI l) ~

II

u w z gtshyI [1 w

0

z ltI ] 0

lt

w Ci lt w

[ shy

[

[

[

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

I J f-Z laquo fshyz l o U u laquo u en l shyo w u i= [( w U

w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

-10shy

--

(J)

f-z laquo fshy

gt 0 u u ~J laquo

z

u i

gt 0

0 w -J CD

shy

II

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gtshyltt 0

z ltt] 0

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~]

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- -- shy - - - - - shy

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 12: Daniels and Assoc

VANIR RESEARCH COnPANY

(A DBA of H Frank Dominquez

FINANCIAL STATE~E~T i middot

FEBRUARY 28 1981

LIABILITIES

CURRENT LIABILITIES

Current Maturities of Secured Notes $ 394126

NON-CuRRENT LIABILITIES Long Term Secured Notes

Payable 14538063

TOTAL LIABILITIES $ 14932189

NET ~vORTH 33071255

TOTAL tIABILITIES AND NET WORTH $ lt18003444

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

-1-

EXHIBIT A

J (f)

Z

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z =gt 0 u U ltt U

] III =gt shy0 w u j

J gt-

a w u w Z

lt

] c a z lt w Ci lt

~J w

- ]

---

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

ii

----

- -

~==~~==================================================

~~

[

[

[

[

[

[

[

[

[

[

[

[

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a z laquo w-

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J

EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

-3shy

====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

u II gt Cgtshy

O w u

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o Z ct w o ct w

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I II

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

-6shy

Jil

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I I I I I I III

f-shyz lti f-shy

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( gt-z

w a u w

lt CI

z[ 1 a lt w -a w

[ IT lt

r ) I J J

J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

-7shy

11

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w u ~

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----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

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II

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

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w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

-10shy

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

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--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

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j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 13: Daniels and Assoc

II

] ONTARIO OFFICE

REDLANDS OFFI C E E A DIE AN D PAYNE - ) 609 NO L E MON AVCN

SUITE 207 RED LA N DS PLAZA] CERTIFIED PUBLIC ACCOUNTANT~~ imiddot ~ ~ CF ON TARIO C~ 91764RE DLANDS CA 92373

PHONE (7 14 ) 986-20 4 8 PH O NE (71 4 ) 793-2406 330 NORTH d STRE E T TRMltSPv[-(T AnON

] PO BOX 11 99

SAN BERNARDIN O CALIFORNIA 92402

AREA (714) 889-0071

1982 FEB 22 PM 4 i 0

] FILE NO ___~~---RI UTi tj r __cR-___

] Vanir Research Company] (A DBA of H Frank Dominguez) San Bernardino California

] We have reviewed the accompanying balance shee~ of Vanir Research

Company (a DBA of H Frank Dominguez) as of December 31 1980 and the

] related statements of operations owners equity and changes in financial

] position for the year then ended in accordance with standards established

by the American Institute of Certified Public Accountants All information

] included in these financial statements is the representation of the owner

of Vanir Research Company

A review consists principally of inquiries of company personnel

and analytical procedures applied to financial data It is substantially

less in scope than an examination in accordance with generally accepted

auditing standards the objective of which is the expression of an opinion

1 regarding the financial statements taken as a whole Accordingly we do

not express such an opinion

Based on our review we are not aware of any material

modifications that should be made to the accompanying financial statements

1 in order for them to be in conformity with generally accepted accounting

principles

J J May 11 1981

J ]

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EXHIBIT A

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

ii

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

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====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

-7shy

11

l

J ]

]

]

-]

- ] Z f shy

lt f-Z J 0 U U) lt

U J

] a

CD J Q

w u ~

w u w Z J cr

gtshylaquo a

z ] laquo

w

0

w-] 0 laquo

]

]

]

]

J

----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

I I

I II)-I f-z lt f-

I z ~ 0 u u lt

u J ltXl

Cl

0 w shyI l) ~

II

u w z gtshyI [1 w

0

z ltI ] 0

lt

w Ci lt w

[ shy

[

[

[

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

I J f-Z laquo fshyz l o U u laquo u en l shyo w u i= [( w U

w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

-10shy

--

(J)

f-z laquo fshy

gt 0 u u ~J laquo

z

u i

gt 0

0 w -J CD

shy

II

w z -J u w

gtshyltt 0

z ltt] 0

~ 0

-] ltt w

~]

]

- -- shy - - - - - shy

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 14: Daniels and Assoc

EXHIBIT A

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

BALANCE SHEET

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

ASSETS

CURRENT ASSETS Cash - savings accounts Accounts receivable Notes receivable - current portion Rents receivable Prepaid expenses

Total Current Assets

NOTES RECEIVABLE Less Current portion

ADVANCES TO RELATED PARTIES

INVESTMENTS Real estate

RENTAL PROPERTIES - At Cost Land and building Less Accumulated depreciation

OTHER ASSETS Deposits

TOTAL ASSETS

LIABILITIES AND OWNERS EQUITY

CURRENT LIABILITIES Bank overdraft Accounts payable Accrued interest Current portion of long-term debt Contracts payable Deferred rental income and deposits

Total Current Liabilities

ADVANCES FROM RELATED PARTIES

LONG-TERM DEBT Less Current portion

OWNERS EQUITY H Frank Dominguez ~

TOTAL LIABILITIES AND OWNERS EQUITY

The accompanying notes are an integral part of the financial statements

-2shy

$349197 2481

10622820 384651

$12845576 6065105

$2459 4000 2481

18591 2278

29809

346716

1011569

1481285

10238169

33410

$13140958

$76775 97676

822067 6065105

196820 32640

7291083

228530

6780471

(1159126)

$13140958 I

ii

----

- -

~==~~==================================================

~~

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

-3shy

====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

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----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

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a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

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- 47

48

49

50 ~ 5l

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j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 15: Daniels and Assoc

----

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EXHIBIT liB

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF OPERATIONS

SEE ACCOUNTANTS REVIEW REPORT

FOR THE

INCOME Sale of projects Less Cost of projects Other Income

Rent Interest Developers fees Sundry

Gross Profit

EXPENSES Commissions Lease expense Property tax Insurance Interest Professional fees Permits and fees Signage Donations Engineering Depreciation Taxes and licenses Maintenance Management fees Promotion Other Utilities Soil tests Loan and escrow fees Office supplies

NET INCOME (LOSS)

The accompanying notes are an integral part of the financial statements

YEAR ENDED DECEMBER 31 1980

$2851572 2 1deg56467

855438 18580 47718 12 1534

13 557 60927 59288 23829

1207955 10284

500 161

16040 9922

270260 1792

18319 500 600 945

11 157 ~ 3600

22780 150

$795105

934270

1729375

1732566

($3191)

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

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----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

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TOTAL

$96000

32500

45000

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NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

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FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 16: Daniels and Assoc

====11====== = =-=== =--======= ~----= EXHI BIT c

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN O~~RS EQUITY

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

BALANCE (DEFICIT) JANUARY 1 1980 ($858247) ADD Net income (loss) (3191)

(861438)LESS Withdrawals 297688 BALANCE (DEFICIT) DECEMBER 31 1980 ($1159126)

The accompanying notes are an integral (I) part of the fin ancial statements rshyz lt rshyz gt o u u lt

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

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----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

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w Ci lt w

[ shy

[

[

[

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

I J f-Z laquo fshyz l o U u laquo u en l shyo w u i= [( w U

w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

-10shy

--

(J)

f-z laquo fshy

gt 0 u u ~J laquo

z

u i

gt 0

0 w -J CD

shy

II

w z -J u w

gtshyltt 0

z ltt] 0

~ 0

-] ltt w

~]

]

- -- shy - - - - - shy

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 17: Daniels and Assoc

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

STATEMENT OF CHANGES IN FINANCIAL POSITION

SEE ACCOUNTANTS REVIEW REPORT

FOR THE YEAR ENDED DECEMBER 31 1980

WORKING CAPITAL PROVIDED From Operations

Net income (loss) - Exhibit B Add Expenses not requiring working capital shy

depreciation

Working Capital Provided by Operations

Increase in long-term debt Decrease in other assets Decrease in real estate projects

Total Working Capital Provided

WORKING CAPITAL USED Decrease in capital lease liabilities Decrease in customer deposits Increase in notes receivable Increase in advances to related parties Decrease in advances from related parties Increase in rental properties H Frank Dominguez draws

Total Working Capital Used

Increase (Decrease) in Working Capital Working capital (deficit) at beginning of year

Working Capital (Deficit) at End of Year middot

CHANGES IN WORKING CAPITAL Increase (Decrease) in Current Assets

Cash Accounts receivable Rents receivable Prepaid expenses Notes receivable - current portion

Increase (Decrease) in Current Liabilities Bank overdraft Accounts payable Contracts payable Accrued interest Current portion of long~term debt Deferred rental income and rent deposits

Increase (Decrease) in Working Capital

The accompanying notes are an integ~al part of the financial statements

-5shy

EXHIBIT liD

($3191)

270260

267069

2027632 76343

3108760

5479804

666814 850000 344269 387513 83567

3017740 297688

5647591

(167787) (7093487)

($7261274)

($877 091) 4000

18591 2278

420 (851802)

76775 (1088355)

(594569) 538000 390029

(5895 ) (684015)

($167787)

middotr shyI I I

-I

-- I I en

t-Z

J lt

z tshy

gt 0 u u lt

u

J

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0 W

IL

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UJ Z gtshyltl ltl

z ltl] UJ

a

Q

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J

VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

-6shy

Jil

- --- - ----- shy

I I I I I I III

f-shyz lti f-shy

I z gt 0 u u lti

~ J ID gt a a w[ ] u f=

( gt-z

w a u w

lt CI

z[ 1 a lt w -a w

[ IT lt

r ) I J J

J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

-7shy

11

l

J ]

]

]

-]

- ] Z f shy

lt f-Z J 0 U U) lt

U J

] a

CD J Q

w u ~

w u w Z J cr

gtshylaquo a

z ] laquo

w

0

w-] 0 laquo

]

]

]

]

J

----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

I I

I II)-I f-z lt f-

I z ~ 0 u u lt

u J ltXl

Cl

0 w shyI l) ~

II

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0

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lt

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

I J f-Z laquo fshyz l o U u laquo u en l shyo w u i= [( w U

w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

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z

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 18: Daniels and Assoc

middotr shyI I I

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VANIR RESEARCH COMPANY (A DBA of H Frank Dominguez)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANTS REVIEW REPORT

DECEMBER 31 1980

1 Accounting Policies

A Depreciation on rental properties and any improvements was computed

using the straight-line method

B The Company is owned along with other businesses by H Frank

Dominguez For tax purposes income is included on the personal

return of Mr Dominguez Therefore no provision for income taxes

is shown on the financial statements

2 Notes Receivable

Notes receivable were as follows

CURRENT TERM TOTAL Received From

A Ciani Terms - payable in monthly

installments of $35 including interest at 8 on the unpaid balance $2481 $2481

Karlan and Leninson Terms - interest payable

monthly at 9224 principal due in total June 1 1983 $346716 $346716

Totals middot $2481 $346716 $349197

3 Long-term Debt

Long-term debt was as follows

INTEREST RATE CURRENT TERM TOTAL

Bank of America Interest rate and

balance Prime + 1 $3699136 $3699136 Repayment schedule shy

principal due June 26 1981

Collateral - deed of trust on Highway 111 and Monroe property

-6shy

Jil

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I I I I I I III

f-shyz lti f-shy

I z gt 0 u u lti

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( gt-z

w a u w

lt CI

z[ 1 a lt w -a w

[ IT lt

r ) I J J

J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

-7shy

11

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J ]

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lt f-Z J 0 U U) lt

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----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

I

I I

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

I J f-Z laquo fshyz l o U u laquo u en l shyo w u i= [( w U

w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

-10shy

--

(J)

f-z laquo fshy

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

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Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

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AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

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48

49

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Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

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- _- --~--~ ----- - --- -

Page 19: Daniels and Assoc

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM TOTAL

Interest rate and balance Prime + 3 $403291 $403291

Repayment schedule shyinterest and principal due October 31 1981

Collateral - deed of trust on 19th and Archibald property

Interest rate and balance 11 14023 $2710977 2725000

Repayment schedule $26732 per month

Collateral - deed of trust on 2nd and E Streets property

Interest rate and balance 10 3945 525039 528984

Repayment schedule shy$4675 per month

Collateral - deed of trust Mill and Waterman property

Interest rate and balance 10 1923 306059 307982

Repayment schedule shy$2720 per month

Collateral - deed of trust 19th and Amethyst property

Interest rate and ~

balance Prime + 2 300000 300000 Repayment terms shy

principal due June 10 1980

Collateral - assignshyment of Karlan note receivable and deed of trust

Security Pacific Bank Interest rate and

balance 6-12 9156 150433 159589 Repayment schedule shy

$1605 per month Collateral - deed of

trust on Blythe-Texaco station

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----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

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NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

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~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 20: Daniels and Assoc

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----=======~ NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

Interest rate and balance

Repayment schedule -Interest payable

monthly with principal due November 1 1981

Collateral - deed of trust Alosta and Calera property

INTEREST RATE

Prime + 4

CURRENT

$256566

TERM TOTAL

$256566

Crocker National Bank Interest rate and

balance Prime + 1 24000 24000 Repayment schedule

principal due January 17 1981

Circi-Turner Interest rate and

balance Repayment schedule

principal due January 22 1981

Collateral - deed of trust Calimesa property

Crocker National Bank Interest rate and

balance Repayment schedule shy

balance due July 2 1981

Interest rate and balance

Repayment schedule shyprincipal due April 30 1981

Security Pacific National Bank

Interest rate and

10 55000 55000

Prime + 1-12 425000 425000

Prime + 1-12 1963264 1963264

balance Prime + 2 100000 100000

-8-middot

~==~==========================================~II =

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

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a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

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j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 21: Daniels and Assoc

I

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

David D Miller - Of the previous 3 notes payable the following porshytion was refinanced on January 28 1981 under the following terms

Interest rate and balance 14 ($2263264) $2263264

Repayment schedule -interest payable monthly principal due February 11 1982

Collateral - deed of trust Highland and Del Rosa property

DominguezMiller Partnershyship

Personal note - no terms 96000

Crawford Investment Co

Interest rate and balance 16 32500

Repayment schedule -principal due August 31 1981

Collateral - deed of trust Mill and Waterman property

National Dollar Store Interest rate and

balance Prime + 1 45000 Repayment schedule -

principal and interest due October 9 1981

Collateral - deed of trust E Street property

-9shy

TOTAL

$96000

32500

45000

J J ]

I J f-Z laquo fshyz l o U u laquo u en l shyo w u i= [( w U

w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 22: Daniels and Assoc

J J ]

I J f-Z laquo fshyz l o U u laquo u en l shyo w u i= [( w U

w 2 gtshyltt ~

a 2 ltt w o ltt w

NOTES TO FINANCIAL STATEMENTS (CONTI1~D)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST RATE CURRENT TERM

Redevelopment Agency Interest rate and

balance 10 $55828 Repayment schedule -

principal and interest due September 3 1981

Collateral - deed of trust 4th Street property

PIPE Interest rate and

balance 9-34 24113 - $769560 Repayment schedule -

$8592 per month Collateral - deed of

trust Vanir Plaza Azusa

John Franklin Ferre Sr and Julia Elizabeth Shedden

Interest rate and balance 7-12 15000 33051

Repayment schedule -$7500 semishyannually plus interest

Collateral - deed of trust on Mill and Waterman property

Wier-Casady Company Interest rate and Prime +

principal 1-12 86268 Repayment schedule -

$5000 per month balance due June 1 1981

Collateral - deed of trust Al t-a Lorna property

TOTAL

$55828

793673

48051

86268

-10shy

--

(J)

f-z laquo fshy

gt 0 u u ~J laquo

z

u i

gt 0

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

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~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

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-

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Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

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46

- 47

48

49

50 ~ 5l

~

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1gt- 53

H

~ 54 -5 ~

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A

B

-

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j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

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- _- --~--~ ----- - --- -

Page 23: Daniels and Assoc

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

INTEREST

Kraus - Anderson RATE CURRENT TERM TOTAL

Mortgage Company Interest rate and

balance Repayment terms -

principal due April 29 1981

Collateral - combina-

Prime + 2-12 $163196 $163196

tion mortgage security agreement and fixture financing statement on 4th and Center property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - comb inashy

Prime + 2-12 282416 282416

tion mortgage security agreement and fixture financing statement on 16th and National property

Interest rate and balance

Repayment terms -principal due April 29 1981

Collateral - combina-

PriIDe + 2-12 261262 261262

tion mortage security agreement and fixture financing statement on 35th and Juneau property

Mobil Oil Interest rate and

balance Repayment schedule -

$1182 per month Collateral - deed of

trust on Mobil station property

9-12 11482 $22088 33570

Total Long-term Debt $6065105 $6780471 $12845576

-11shy

L

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

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~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 24: Daniels and Assoc

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANTS REVIEW REPORT

4 Related Party Transactions

Advances To Related Parties

Vanir Development Company Vanir Tower Company

Total

Advances From Related parties

Colton Development Company

5 Minimum Future Lease Payments on Noncancelable Leases

A schedule of minimum future lease payments on noncancelable leases is VJ as follows z laquo z gt YEAR PAYMENTS0 () ()

laquo 1981 $873008()

1982 865207CD gt Q 1983 8192190 W 1984 764338shyt= 1985 692479II w U Subsequent Years 9318081 W Z Total $13332332gtshylt n 0 Z lt The properties on noncancelable leases are the Blythe-Texaco station ~ 0 19th and Amethyst property Alosta and Calera propertylt w

Vanir Business Center and Highland and Del Rosa property

$864711 146858

$1011569

$228530

I

~ Indio property

-12shy

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

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AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

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H

~ 54 -5 ~

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B

-

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j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 25: Daniels and Assoc

FARHICK LTD

May 7 1982

Carl A Galloway MD ~ President Universal Cable System Ltd 5~55 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest approximately twenty-four million ($ CATV Associates (SCCA) for the purpo South Central Los Angeles franchise

Farrick Ltd has the financial reso provide the funds available to back reasonable time basis Documentatio given if reasonably requested

6650 SCHOENBORN STREfT

SEPULV~DA CALIFOANIA ~133

TCIIPONC IZl3 i 883middot7166

TCI[ 65 13ZZ

r es s

providing debt funding of 000000) dollars for South Central

e of operation and construction of the

through family connections to venture as may be required on a

o provide this information may be

This letter is for the sole purpose of its application for a governmenta uStd by any institution individual SOtver This letter is preliminary presentation

which may be This

not

This letter does not represent a fin 1 loan committment It is subject to the following usual terms

1 An award of the franch s to SCCA

2 Review and acceptance If the Management Company by Farricks legal and f nancial advisors

3 Negotiation and accept n e of mutually agreeable loan terms and conditi n_ including interest rates and terms of rep y ent

used in support letter shall not be

entity for any purposE whatshybe used for any final

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 26: Daniels and Assoc

ARTHUR BECKER CEIITEO uellC CCOU

May 17 1982

Mr Donald R Howery General Manager Department of Transportation City of Los Angeles Room 1200 City Hall Los Angeles CA 90012

Attention Mr Kenneth Cude

Gentlemen

This letter is in reply to you

To T

eeso SCMO~NBON STR~~T SEFgtULVECA CALIIORNA a343

TEL-EX 45S13Z2

etter dated May 10 addressed KIashoggi President of Farrick Ltd

who requested that I respond 1 ris behalf

I am aware of the letter execulec and sent by Mr Khashoggi to Dr Galloway President of Uniie sal Cable System Ltd in reference to the Cable TV franah1se award to be made by the City of Los Angeles J Since the scope of my engageme t is advisory in nature I am unable to furnish a financial je ort covering Mr Khashoggi or the Khashoggi family financial intrests by May 17 as requested in your letter to Mr Khashoggi d llvered by messenger on May 11

It would not be unreasonableo ever under the circumstances to rely on the many published reports ln~luding but not limited to those appearing in the Fortune and T m magazines which are concerned with and report on the Khashoggi fa ily wealth financial holdings and activities worldwide

to my client Mr Mohamed A

--ours

ABjm

cc Mr Mohamed A Khashoggi Dr Carl Galloway

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 27: Daniels and Assoc

I

NCE SHEET

-S~Jj~C to C~~ ~ ~

De e ber 31 1981

ASSETS (NOTE 3) -

CURRENT ASSETS Cash $ 71 J 477 Accounts receivable

Trade less allowance for doubtf 1 accounts of $15817 35448

Other 33628 Parts inventory 4723642 Prepaid expenses 147457

Total current assets $ 5011652

PROPERTY PLAh7 AND EQUIPMENT Property plant and equipment $ 19240933 Construction in progress 550l r 559

$ 24742492 Less accumulated depreciation 2938160 21804332

OTHER ASSETS Intangibles franchise agreements 1 S6

accumulated amortization of $67 1 678 $ 32299970 Deferred costs pending franchises 98106 Deposits 214221 32612297

$ 59428281

LIABILITIES AND STOCKHOLDERS EQUI Y

CURRENT LIABILITIES Current maturities of long-term debt (Note 3) $ 3000000 Account~ payable 3879196 Prepaid service income 21921 Accrued and other liabilities 1982057

Total current liabilities $ 8883174shy

LONG-TERtI DEBT (Note 3) 47937822

STOCKHOLDERS EQUITY Comeon stock no par value autho 1zed

issued and outstanding 1000 sh res $ 19857754 Retained earnings (deficit) (17250469) 2607285

COHlnn1ENTS (lote 5)

S 59428281

See Notes to Financial Statements

- 2 shy

~---- --- _ - - -- _ --- ----- -

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 28: Daniels and Assoc

5T Thirteen olon

Cable TV revenue

Direct service costs

Net revenues

Operating expenses Technical and installation Local programming Marketing costs General and administrative Amortization and depreciation

Operating (loss)

Nonoperating income (expense) Interest income Interest expense (Note 4) Cain on disposal of assets Abandoned franchise costs

(Loss) before income tax

See Notes to Financial Statements

COMMUNICOH

TlMENT OF INCOHE h ~ Ended December 31 1981

bull $ 540902

343014

$ 197888

$ 1169809 88136

547632 3284789 7989963

$ 13080329

$(12882441)

$ 313245 (3201342)

4611 (l 484 542)

$ (4 1 368028)

$(17250469)s

- 3 shy

--_-= -- --- -

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

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Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 29: Daniels and Assoc

2930 East Third Avenue pO Box SOO8 Daniels amp Denver Colorado 8020~OO08 303 321middot7550 Associates Inc

Brian Oeevy Vice President Investment Services

Apri j91982

Mr Clinton Galloway Vice President Finance Un i v e r sal Cab 1 e 1880 Century Park East 404 Los Angeles California 90067

Dear Clinton

As discussed over the phone I am inclu ilg the projections for the South Central Los Angeles CATV system I would appre ltte your timely review of these numbers as the company is hoping to present fin n( ing letters to the city council at the April 27 1982 meeting

South Central CATV Associates is a 60 ( partnership between Universal Cable (local Los Angeles businessmen) and Comfl1ur iCom CommuniCom has operations in the Los Angeles market and will be respons b e for building and operating the South Central system The partners have indi a1ed that they will contribute $75 milshylion in equity to the project

The South Central franchise area includ s 209000 homes a map of the franchise area is included The company plans a ~ear construction schedule building 250 miles in the first 12 months of constru~ton an additional 250 miles in year 2 and 260 in year 3 We have attempted t prepare a conservative financial projecshytion and have estimated initial basic erletration at 20 increasing 25year in years 2-5 and lyear in years 6-10 SupEr basic which will provide additional satellite options will be taken by 50 Iof basic subscribers Pay penetration is calculated at 125 of basic throughout itlE~ 10 year period CommuniCom has noted that their experience in the area is cl ls lr to 200 and they feel they will be able to outperform the projections Bai and each pay tier will cost S10month with super basic and an extra outlet av i able for $4month

The South Central CATV Associates partTelship has asked me to approach your bank with this financing package The partnfr hip is requesting a $20 million 3 year revolving5 year term loan The partners hip is looking for a letter of interest if you would be willing to work with th on this project The partnership understands that your commitment will b ependent on a satisfactory franchise being granted to the partnership that h required equity is contributed and that a satisfactory loan agreement is n 9 Jtiated with the lending institutions

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

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-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 30: Daniels and Assoc

Page Two Mr Clinton Galloway Apr i 1 19 1982

The partnership requests a letter of inter response to a request from the Los Angeles franchising process

I apologize for the short time frame to hearing from you soon

Enclosure

that

B

bull s from you by April 26 1982 in

c ty council to aid in their shyc (1 (

r

-I look forward c u

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 31: Daniels and Assoc

CommuniCom is constructing an perating the largest cable television system in Southern California Its operation i rjirected by a dedicated and experienced team of CATV professionals Corporate ctivities are centered in a new Culver City headshyquarters at 5731 Buckingham Pa kway specially designed to accommodate our needs Technical facilities include rnulti-million dollar Headend or control center the finest in the nation from whic s ~rvice of unequalled quality will be available to our customers

CommuniCom cable auniverse ofcJwicC

am Parkway Culver City califomia 90230 (213) 670-9250

nagement Team

GLENN W (BILL) NIELSON Director

Mr Nielson has been active in cable television since i 1shyson Enterprises Inc of which he is president for ed a partnership with Six Star Cablevision in mid-198 l When Nielson Enterprises acquired the interests 0 S x Star Cablevision a year later Communi Com was bor e became president of Nielson Enterprises Inc in 97 assuming responsibility for all phases of its business cshyvities Previously he had managed Pocatello Indupoundtri I Park where he had full responsibility for all managerh~elt activities He was named assistant to the Chairman of ieshyson Enterprises in early 1973 His primary responsibi iti s dealt with company goals and long-range planning st at shygy During his involvement with Pocatello Industrial a and Nielson Enterprises Inc both companies revers~ed trend from operating at a substantial loss to beltoming pr shyfitable operations He was the primary participant fo th company in the sale of Pocatello Industrial Park to B c shyrus Eyre He graduated from Brigham Young Unive it with a BS in accounting and minors in Business Admin shystration Economics and Computer Science He Ilat r attended Idaho State Graduate School of Business ~9 t program He served a mission for the Church of J su Christ of Latter Day Saints to England and has been a tiv ~ in church civic and charitable organizations since ig school in Cody (WY)

l

gtlt~

~

THOMAS A KANARIAN -Jldenl

Mr Kanarian became president and chief executive officer of CommuniCom in September 1981 after serving in var ishyous positions with Theta Cable and Teleprompter He started his career in cable television in 1971 fulfilling var i ~ ous management responsibilities for Theta Cable He was named general manager of a Warner Cable system in 1976 and the following year returned to Theta as vice president and general manager He was promoted to President and Chief Executive Officer in April 1981 After Teleprompter acquired Theta Cable in addition to those duties he was given the responsibility of Western Regional Manager In this capacity he supervised 25 cable systems serving 335000 customers in five states and was responsible for building two new franchises with 54-channel service He resigned from Teleprompter in July 1981 He earned a BA in Business Administration at the University of Southern California after serving three years with the United States Marine Corps He gained an MBAat USC in 1972 Priorto entering the cable television industry he served six years in various management positions at Hughes Aircraft He is a member of the USC-MBA Alumni Association and Genshyeral Alumni Association He is a prior member of the Board of the California Cable Television Association and serves on the Board of Can Am a cable construction company and CommuniCom

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 32: Daniels and Assoc

Cable More

One complaint that Los Angeles and throughout not get enough exposure by

Some feel that when th the networks are required by 1 choose to provide minorities w

Universal Cable Systems group of professionals is seek pr ogr mming by establ i shing a will be responsive to the nee the South Central Los Ange communities

According to Board communications service will Los Angeles and WilmingtonSanpublic resources

One example of communi community organizations to rna production facilities crew an

The use of cable communi communities to examine the pro Such organizations will be in order to deal with such housing family life and drug

a ~

d b

I

In the area of educatio cable channels that provide service will provide new ave students who reside within th areas of South Central LA an I

There are over 670 sc City of Los Angeles and those boundaries will receive the capacities of UCS cable commun

SYSTEM LTD

e s of the minority community in c)untry share is that they do t levision networks

is exposure its only because not because they (networks) the best they can offer

(UCS) a multi-cultural n3 to change this approach to

Ie communications service that of individual subscribers from

and WilmingtonSan Pedro

of UCS the cable viewers from South Central

tremendous variety of

y involvement is UCS allowing e use of UCSs central core ~ngineering talents

ions service will enable those l~ms and then fill the needs nouraged to use access channels

verse topics as employment see

1JCS will make available several nschool broadcasting This

us in a badly needed service to boundaries of the franchise

HlmingtonSan Pedro

0 Is throughout 710 miles in the clools located in the franchise elefits provided by the multiple c tions service This service

can multiply the efforts enric li g the learning environment for young people who attend SC I O Is in the Los Angeles Unified School District by providin Bilingual Education GED Vocational Training and Perso (~ Growth Education

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 33: Daniels and Assoc

lth and physical education feel that a cable system such as U S can bring fitness education into homes pre-schools gra e schools for the handicapped convalescent and shut-ins P~y ical fitness programs can be provided to company and cit employees and eveq Geriatric fitness programming for our enior citizens Many health groups feel they can reach

Persons concerned with ~e

more people who are in need of such activities

A brief note UCS will alsc offer significant employmentopportunities to residents wi~hon the franchise areas including and extensive job bank SY 1t m qualified applicants will be drawn from the large populati n of Blacks HispaniCS Asians and Handicapped persons

There will be a wealtih of programs offered by UCS programs to be included are I ive or delayed City Council andor Commit ~ ee and County ~ ard meetings optional to local government live daily US C ngressional session coveragelibrary programming fire and police (closed or open citcuit) programming including training consumer information census information on available commur Oty programs and services to the handicapped senior citizensl~ unemployed AFDC recepients minorities and underemployed pe sons

UCS has designed their Syl em to provide viewers with the widest range of programming a~ ailable today UCS will provide special language channels feat ring the most popular local television shows (in their original languages) from homeland nations for residents of the fr nchise areas

Universal eable Systems l td is committed to providing these communities with the fin t cable communications services ever offered UCS has und rtaken the task to ascertain the characteristics and needs of t ese communities and has already establiShed many of the cru fal links with community leaders and institutions The MultlO-Cultural Board Members which comprise ues feel that this n going process will benefit the community Each of these be ~fits represent a significant contribution to the over all 0 esiveness and resources of the franchise areas ues will be responsive to the needs and requirements of the communitOes for South Central Los Angeles and WilmingtonSan Pedro

The major factor in the devotion to community involvement is not finances but rather ~he dedication and willingness of UCS to invest creative ene ~ g in their endeavor ues management is committed tp local programming community envolvement and community service as its highest priority

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 34: Daniels and Assoc

-

- - ~

i ~

PERSONNEL ES CRIPTIONS - ~~lt _

UNIVERSAL CAB i SYSTEMS 9 LTD

- -

UNIVERSAL CABLE SYSTEMS LTD middot is the en raT Partner ina CalifOrnia limited partnersh ip by the name of Un i versa 1 C le lA The- Limited Partnersh ip is the majority owner of the joint ventur k own as SOUTH CENTRAL CATV ASSOCIATES- The principals of Univers 1 Cable- Systems Ltd are all residents

bull of the Los Angeles area Brief resumes and fdentificat10n of the key personnel f~llow

DR CARL GALLOWAY President Director and Stockholder (Los Ange1es California)

Dr Galloway is a resident of Los Angeles married with two children He is in the private practice of Internal Medicin in Los Angeles He serves as the Assistant Medical Director of iewpark Conmunity Hospital in Los Angeles He graduated from Amherst College with a A degree in 1968 and the University of Rochester School of Medicine and Dentistr with an MD degree in 1972 He completed post graduate training at th U iversity of Maryland Hospital in Baltimore Maryland and Martin Luther Hospital in Los Angeles

RICHARD CHAVEZ Director and Stockholder (West Covina California)

Mr Chavez is the Founder and Executiv Director of Chavez and Associates Institute The institute was developed t serve the physically handicapped economically and socially disadvantaged a d the unemployed and underemployed The primary function of the Institute is to provide each graduate with the motivation technical skills and the inf rmation required to perform a varied number of jobs within the Credit Collection and Investigation Industries The documented placement rate of 8~ reflei S the quality of the training the ind i v i dua 1i zed approach the job preparation component and the fa 11 owup proceshydures The expected student enrollment f r 1979-1980 is 500-600 Mr Chavez is the Federal Representative for the St~te of California to the 1977 White House Conference on the Handicapped He is recipient of Mayor Bradleys Award - Meritorius Service to the City of Los A geles

CLINTON E GALLO~AY Treasurer Director and Stockholder (Los Angeles California)

Mr Galloway is a Certified Public Acco ntant licensed to practice in the State of California He is a graduate of Nor h rn Arizona University at Flagstaff where in 1974 he received a BS of Accou tancy In 1975 he joined the intershynational accounting firm of Coopers ampL band CPAs where he practiceduntil 1978 He joined the investment ban ing firms of Dean Witter Reynolds and Smith Barney where he was a licensed investment broker special izing in the areas of Tax Advantaged Investments In addition to activities in many professhysional and community organizations Mr Galloway is an active member of the American Institute of Certified Public Accountants the Los Angeles chapter of the California Society of Certified Public Accountants and the National Association of Black Accountants

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 35: Daniels and Assoc

~ ~ ~ ~~

c - - ~ -

- ~ - ~~~~ ~~ ~~ ~ ~

Ai WATSON Director and Stockholder (Los Ange 1 es Cali forn i a) bull

r- ~ bull -- _ ~ bull -

~ ~- shy

-

_ bullbull

Mr Watson enjoys the dlstincto~ oi b~rig the owner of theTarg~stblacJc-owned beef processing company in the United ~tates_ As a self-educated man who came to Los Angeles in 1943 and worked as a lsupervisor in a meat-packihg company Mr Watson returned to school in 1946 ~d moved from the seventh grade through graduation of high school and later at lended Pepperdina University to complete

his education majoring in Busiess Administration As the owner of a community based business which has been successf i for more than 20 years Mr Watson brings to Universal Cable key knowled e of the franchise area and business experience

HAROLD H HARRIS Director and (Los Angeles California)

Mr Harr is was educated at the Universlt Jf Colorado New York University and received his BA from Brooklyn Colleg in 1957 i the field of Journalism and Business He went on for advanced stu i s in Finance advanced Business and

Accounting and received an MBA at t e University of Colorado in 1964 After serving as a news reporter for the Den er Post Mr Harris applied his accountshying and business training as a stoc~br ker and subsequently Operations Manager and Manager for Lehman Brothers in New Y rk Since 1971 he has served as an independent investment advisor and sto k raker at Loeb Rhoades and Company in Beverly Hills and at Paine Webber J ckson ampCurtis as we1l as for Gallagher Gliksman Boylan ampCompany Mr Harri rings to the company a wealth of backshyground in the financial area

LUIS DAVID CORRALES Director and (Los Angeles California)

Mr Carrales is director of Chavez and A sociates Institute in the City of Commerce California He also serves s Program Administrator and Instructor of IIAdult and Vocational Education an English as a Second Language He is a graduate of the University of Southe n California with a Bachelors Degree in Music Education and Composition and wi h a Masters Degree in Educational Psychology and Special Education

PERRY PARKS Director and Stockholder (Los Angeles California)

Mr Parks owns Parks International poundxp r and Management Company From 1972shy1978 he was a field representative for Y onne Braithwarte Burke Congresswoman Parks sits on the board of eight differie t cOfT1l1unity organizations and will be responsible for community programming

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 36: Daniels and Assoc

~-

~

_ CARL MARTINy Director and Stockholder (Los Angeles California)

-

Mr Martin holds an MBA fran Peppl~rdin and a JD from Los Angeles College of Law He is currently executive direct r for the Los Angeles Co~ty Human Relations Commission a position he has hel since 1968 His responsibilities in that position include the development an implementation of human relations programs _

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 37: Daniels and Assoc

- gt

AOOITIOKAL CABLE PR~~IN

Los (satell ite)Trinity Broadcasting Network

Christian Broadcasting Network

People That Love Satellite Network

National Spanish Television Network

ESPN (Entertainment ampSportsNetwork)

C-SPAN (live congressional coverage)

Cinemerica Satellite Network

Nickelodeon

Cable News Network

las Vegas Entertainment Network

TV Guide - Cablevision Programs

Laca 1 Weather - News - Sports Financ a 1 News (Stock Market News)

Madison Square Garden Sports Call iope (childrens I programs) The Black Entertainment Network USA Network

The American Educational Television Network

Modern Satellite Network

Satellite Program Network

Government Access Ch anne 1

Government Access Channel

Educational Access eh anne 1

Educat i ana 1 Access Channel

Educational Access Channel

Local Origination

2

Charlotte NC (satellite)

Hexi 0 City (satellite)

(sat 1 ite)

(sat 1 ite)

(Satt1 i te)

(sat 1 ite)

(Satbl l ite)

(rocl )

(1oca1 )

(sa ell ite)

(sa ell ite)

(saJe lite)

(sa lE lite)

)

( 10

(fo

a1 schoo 1s

11 eges)

(1 cal)

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 38: Daniels and Assoc

shy

--

46

- 47

48

49

50 ~ 5l

~

~ 52

1gt- 53

H

~ 54 -5 ~

~

A

B

-

C

j - ~ ~ - ADDITIONAL CABLE PR~ H (CONTIlCUED)

Public AccessGolden Movies

Public AccessNational Film 80ilrd of Canada

lease AccessAward Winning Speciali

lease AccessCommunity Bulletin BoardAirport Arrival Information ColT1l1unity Classified AdsNan-eng1i~ h

Programni ng

(local) -

( local)

( local)

(local)

OPTIONAL CHANNE S (9)

TV Games amp Computer Input (local)Reuters Retrieval Services

Home Box Offi ce

Z Olannel

Premiere

Galavision

Shawt ime

The Movie Channel

Data Transmissions

Data Transmissions

Our own stereo music

(satellite)

(local)

(satell ite)

(satell ite)

(satell ite)

(satellite)

( loca1)

( local)

FM STEREO SERV ICES

station

Clear reception of total FM stations

Stereo sound for our Premium Char n 1

ComnuniCom reserves the right to program d( itiona1 premium satellite as they

become available

3

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

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september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 39: Daniels and Assoc

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

166S0 SCHOeNBORN STReeT

SEPULVEDA CALIFORNIA 91343

TELEPHONi (213) 893-7166

TELEX 651=

providing debt funding of approximately twenty-four million ($24 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 01 operation and construction of the South Central Los Angeles franchise ar a

Farrick Ltd has the financial resour e through family connections to provide the funds available to back ths venture as may be required on a reasonable time basis Documentation 0 provide this information may be given if reasonably requested

This letter does not represent a final 1 an committment It is subject to the following usual terms

1 An award of the franchi s 0 SCCA

2 Review and acceptance of tl e Management Company by Farrickls legal and fmiddotn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition~including interest rates and terms of repayr e1t

This letter is for the sole purpose of SCA which may be used in support of its application for a governmental e iew This letter shall not be used by any institution individual or ther entity for any purpose whatshysoever This letter is preliminary an lhall not be used for any final presentation

med A ident

Khashoggi

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 40: Daniels and Assoc

FARH 1CK LTD = ===-=bull =__-= - - --=--==--=--==shy

May 7 1982

~=o=- - _~

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Lo s Angeles California 90036

Th i s 1etter wi 11 expres s my i nteres t j approximately twenty-four million ($24 CATV Associates (SCCA) for the purpose South Central Los Angeles franchise ar

Farrick Ltd has the financial resour provide the funds available to back th reasonable time basis Documentation given if reasonably requested

This letter does not represent a final the following usual terms

1 An award of the

l-ci 5 0 SC riO EN B ORN ST ~E ET

SEPULV EDA C ALIFOR N IA 91343

1 E LE P O N C ( 2 13 1 89 3 -7 16 05

I E LltX 6SJ22

roviding debt funding of 00000) dollars for South Central o a

operation and construction of the

e through family connections to s venture as may be required on a 0 provide this information may be

1 an committment It is subject to

SCCA

2 Review and acceptance of tle Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptanpe of mutually agreeable loan terms and condition including interest rates and terms of repay e t

This letter is for the sole purpose re

or This letter shall

entity for any not

of S CA which may be used in support of its application for a governmental not be used by any institution individual purpose whatshysoever This letter is preliminary and be used for any final presentation

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 41: Daniels and Assoc

FARRICK LTD

May 7 1982

Carl A Galloway MD President Universal Cable System Ltd 5455 Wilshire Blvd Suite 712 Los Angeles California 90036

This letter will express my interest i

I G6 50 SC H O ENB O RN STREET

SEPULVEDA CALIFORNIA 91343

TELEPHONE (21 3 ) e93~ 7 1 66

lELEX 651j22

~roviding debt fund-ing of approximately twenty-four million ($24 1 0 0000) dollars for South Central CATV Associates (SCCA) for the purpose 0 operation and construction of the South Central Los Angeles franchise ar

through family connections to provide the funds available to back th venture as may be required on a reasonable time basis Documentation

Farrick Ltd has the financial resour

o provide this information may be given if reasonably requested

This letter does not represent a final l(an committment It is subject to the following usual terms

1 An atlard of the franchis 0 SCCA

2 Review and acceptance of tl e Management Company by Farricks legal and fn ncial advisors

3 Negotiation and acceptance of mutually agreeable loan terms and condition[1 Including interest rates and terms of repay elt

This letter is for the sole purpose of S CA which may be used in support of its application for a governmental ~ eiew This letter shall not be used by any institution individual 0t~ ther entity for any purpose whatshysoever This letter is preliminary an -hall not be used for any final presentation

-~R-ltICK LTD

IYP V Ao med A

iden

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -

Page 42: Daniels and Assoc

I

~

~

~t

september 24 1981

Chairman Chick ard Board of Transportation Commissioners Department of Transpor~aton City Hall -Los Angeles California 90015

Dear Chairman Chick anc COlllTtissioners

Thank you once again for the and we ~ould appreciate your

position is being taken by ourselves uth central franchise It was and support our bid proposal with Univershyware that in our joint venture 60 Systems Ltd and 40 by ourselves hj 11 ng and able to saopprt th j ~ You should have alreay recemiddotive an

enfing institution The First Nmiddotat onal backing this project

you have given us in the past on this application

51 ncerely ~ltL--- v) t Glenn w (Bill) ~ielson Chairman of The Board ~

GWNmag

bull --- - I ~ ~_~_

- _- --~--~ ----- - --- -