07-22-1992 Council Agenda - Laserfiche WebLink

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BERNICK AND LIFSON A PROFESSIONAL ASSOCIATION The transaction under consideration by the Commission was proposed in two steps. The first step has been referred to as the interim transaction and was accomplished on or before December 31, 1991 without objection from the Commission. However, the Commission reserved the right to analyze the interim step as part of the entire transaction, and, should the entire transaction not be approved, the interim transaction would be undone and considered null and void. At the beginning of the transaction, the outstanding capital stock of North Central was held by Hauser Cable of Minnesota, Inc., (49.5 %), Hauser Cable Communications, Inc., (.5 %), and Continental Cable of Minnesota, Inc., (50 %). The interim step resulted in Continental transferring a 33 1/3% interest in North Central to a holding company. The holding company had no purpose other than its holding the one third interest in North Central, and it had no assets, other than its ownership in North Central. The holding company created two classes of stock, voting and non - voting. Only the non - voting stock was transferred to Meredith. Continental retained the voting stock and a 19 1/2% interest in the stock of North Central. Asa result of the retention by Continental of the voting stock, no change in the management or control of North Central occurred as of the Interim step. The final step in the transaction contemplates the sale to Meredith of the stock currently held by the Hauser corporations (50% of North Central's stock). Meredith has already acquired an indirect 33 1/3% financial interest in North Central's stock, and at closing will acquire the remaining voting stock of the holding company currently retained by Continental. This will give Meredith 83 1/3% of North Central's stock. Continental will contribute to Meredith its remaining 16 2/3% of North Central's stock so that Meredith will own 100% of the stock of North Central. Subsequent to closing, Meredith will be owned by Meredith /New Heritage Partnership (62.1 %) and Continental Cablevision of Minnesota, Inc. (37.9 %). Continental Cablevision of Minnesota, Inc., is wholly owned by Continental Cablevision, Inc. Meredith /New Heritage Partnership is owned by Meredith Cable, Inc. (88 %) and New Heritage Associates (12 %). The prospective owners have represented that Meredith is licensed to do business in Minnesota. 4 Page 76