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STATE OF MINNESOTA
•. COUNTY OF Ramsev -
CITY OF Falcon He'-gh..~_
RESOLUTION NO.R:-~6-44 APPROVII~
THE TRANSFER OF OWNERSHIP OF GROUP W CABLE
OF THE NORTH SUBURBS, INC.
WHEREAS, Group W Cable, Inc 7, a New York Corporation
(hereinafter "Group W Cable"), by and through Group W Cable.
of the North Suburbs, Inc., a wholly-owned. subsidiary, owns,
operates and maintains a cable television system in the City
pursuant to the terms and conditions of City Ordinance No.
193 (hereinafter "Cable Communications Franchise
Ordinance"); and
WHEREAS, Group W Cable desires to sell and otherwise
• transfer all of the issued and outstanding shares of the
capital stock of Group W Cable. of the North Suburbs, inc. to
North Central Cable Communications Corporation (hereinafter
"North Central") and thereby transfer control of Group W
Cable of the North Suburbs, Inc., to North Central; and
WHEREAS, Group W Cable has requested the consent from
the City to a change in ownership and control of Groug W
.Cable of the North Suburbs, Inc.., to North Central; and
WHEREAS, the North Suburbs Cable Commission (hereinafter
"Commission") has been delegated the authority and responsi-
bility to coordinate, administer and enforce the Cable Com-
munications Franchise Ordinance on behalf of City pursuant
to the terms of a Joint and Cooperative ..Agreement for the
• Administration of a Cable Television Franchise; and
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WHEREAS, the Commission has held a public hearing on
behalf of City and hasNreviewed the legal, technical, and
financial qualifications of North Central and finds no rea-
sonable basis to deny the request for transfer as a result
of said review; and
WHEREAS, the Commission has recommended to City approval
of the transfer of control of Group W Cable of the North
Suburbs, Inc. to North Central subject to the actual closing
of the stock sale; and
WHEREAS, the Commissiod has also recommended approval of
a request by North Central to permit the pledge as security
to its. lenders the stock and assets of North Central and its
subsidiaries,. which would include Group W Cable of the North
.Suburbs,. Inc.;
WHEREAS, the City does. not object to such security
interest in the stock and assets.
NOW THEREFORE, BE IT RESOLVED by the City Council of the
City Of .Falcon Heights
1. That the City hereby approves the sale by
Group W Cable, Inc. `of all of the issued and
outstanding shares of the capital stock of
Group W Cable of the North Suburbs, Inc. and
the transfer of control of Group W Cable of
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t e North Suburbs, Inc. to North Central sub-
ject to an :actual closing of the stock sale
transaction on or before December 31, 1986
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pursuant to the terms .and conditions as _
• evidenced by the Notice of Transfer to said
Commission and :City and all written repre-
sentations from North Central associated
therewith.
2. The City approves the Sledge by North Central
as security to its lenders the stock. and
assets of. North Central and Group W of the s
North Suburbs, Inc.
The above listed resolution was moved by Council Member
Chenoweth , and duly seconded by Council
Member Hard .
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. 22nd day of October ,
1956.
ATTEST:
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Mayor
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City Administrator
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• The undersigned, the Clerk Administrator of the City of Falcon
Heights., Minnesota, does hereby certify that attached hereto is a
true and correct copy of Resolution No. R-86-44, which Resolution
was duly adopted by the City Council on October 22, 1986 and is
in full force and effect on the date hereof.
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Dewan B. Barnes, Clerk Administrator
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