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'!'HE TRh1~SFBR OF flMIiBRSHIP
OP -GROIIP M C14BL8, II1C.
8T]~iTS OP MI111~BSOTA
~IIlITY OF RAP4SEY
CITY OF FALCON HEIGHTS
3tB.SOLDTIOI+I ~0. 86-25 l1PPROVI~IG
WHEREAS, Group W Cable, .inc., a pew York Corporation
thereinafter "Group i~ Cable"), by and through Group
W Cable of the ~torth .Suburbs., Inc., a wholly-awned
.subsidiary, :.awns, operates and maintains a cable
television system in the City .pursuant to the terms
and conditions of City Ordinance Ido. 193
thereinafter "Cable Communications Franchise
Ordinance"); and
. WHEREAS, Group W Cable's parent corporation, Wesingthouse
Broadcasting and Cable, Inc., an Indiana Corporation
-- -- thereinafter "Westinghouse"), desires__to___sell and
__
otherwise transfer all of the issued and outstanding
shares of the capital stock of Group W Cable to Century
Southwest Cable Television, Inc., a Delaware
.Corporation; TCI Holdings, Inc., a Colorado Corporation;
- American Television -and Communications Corporation,.
a .Delaware Corporation, and affiliates of, or
subsidiaries or partnerships owned or controlled by,
Houston Industries Incorporated, a Texas Corporation;
Comcast .Corporation,. a Pennsylvania Corporation; and
Daniels & Associates, Inc., a Delaware Corporation;
(hereinafter "Buyers"), and thereby transfer control
of Group W Cable to the Buyers; and
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• WHEREAS, Group N Cable has requested the consent from .the
City to a change fn ownership and control of Group
W Cable to the Buyers and the transfer. of ownership
-and control and nltiamte transfer of the Cable
Communications pranchise Ordinance as amended to 'North
Central .Cable Communications, L.P.; and
WHEREAS, the porth Suburban Cable Commission (hereinafter
"Commission") has been delegated the authority and
responsibility to coordinate, administer and .enforce
the Cable Communications Franchise Ordinance on behalf
of City pursuant to the terms of a Joint and Cooperative
Agreement for the ldministration of a Cable Television
Franchise; and
WHEREAS, the Commission has held a public hearing on behalf
of City and has reviewed the legal, technical, and
• financial qualifications of Buyers and found them
adequate to own and operate Group W Cable; and
WHEREAS, the Commission has recommended to City approval
of the transfer of .control of Group W Cable to Buyers
subject to the actual. closing of the stock sale in
June, .1986; and
WHEREAS, .the Commission and City have .been. advised by Group
W Cable and the. Buyers that the approval of •such stock
transfer to Buyers shall in no way be interpreted
as an approval, either express or implied, of the
transfer of ownership and control and .ultimate transfer
of the Cable Communications Franchise Ordinance to
North Central Cable Communications, L.P.
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NOW. THEREFORE, BE IT RESOLVED by the City Council of the
City. of Falcon Heights
1. That the City .hereby approves ..the sale by Westinghouse
of all of the issued and outstanding shares of the
capital stock of Group W Cable, Inc. and the transfer
of control of Group W Cable, inc. to the Buyers subject
to an actual closing of the stock sale transaction
in June, .1986, pursuant to the terms and conditions
currently understood by the City as evidenced by the
Notice of Transfer., and other information and documents,
.provided to said Commission and City.
2. That the appr
control of Grog
deemed not to
or implied, as
or control of
of the North
Cou~aunications
communications
Communications,
individual.
oval of the transfer of ownership and
ip W Cable, Inc. to the Buyers is hereby
include any approval, either express
to any subsequent transfer of ownership
Group W - Cable, -3nc: - or -group W Viable ______
Suburbs, Inc. or transfer of the Cable
Franchise Ordinance or related cable
.system to North Central Cable
L.P., or to .any other entity or
3. That .this approval is specifically. conditioned upon
payment in full prior to an actual closing of the stock
sale transaction in June, 1986, of all expenses incurred
by Commission and City related to the .Request for
Approval of Transfer dated February 4, :1986, including
those related expenses incurred prior to receipt thereof,
but incurred in preparation for the receipt of the
Request for Approval.
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4. That this approval is specifically conditioned upon
the understanding that any changes or modifications
in ..the Cable Co®munications Franchise Ordinance or
cable communications. system (in place or proposed).
which are subject to regulation or control by City
and/or Commission shall not be made without the prior
review and approval of City and/or Commission pursuant
to such procedures as are contained in the Cable
Communications Franchise Ordinance or otherwise
applicable law..
The .above listed resolution was moved by Council Member
Hard , and duly seconded by Council
Member Ciernia
The following Council Members voted in the affirmative:
Baldwin, Ciernia, Hard, Chenoweth and Wallin
____ __
The following Council Members voted in the negative:
None
Passed and adopted this 14th day of
...1986.
May
ATTEST,
/ ~~
Dewan B. Barnes, Clerk Administrator
Mayor Tom Baldwin
City Administrator
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CERTIFICATION
STATE OF MINNESOTA )
COUNTY OF RAMSEY ) ss
CITY OF FALCON HEIGHTS )
I, the undersigned, being the duly qualified Clerk Administrator of
the City of Falcon Heights, Minnesota, hereby certify that I have carefully
compared the attached Resolution of the City Council of said City at a
Regular meeting held May 14, 1986 ,
with the original thereof of file in my office and the same is a full,
true and. complete transcript therefrom.
• WITNESS, my hand officially as such Clerk Administrator and the
corporate seal of the City of Falcon Heights this 15th day of May, 1986.
Clerk Administrator
City of Falcon Heights, Minnesota
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