HomeMy WebLinkAbout1986-006 Council ResolutionSTATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF LINO LAKES
RESOLUTION NO.86- O6APPROVING
THE TRANSFER OF OWNERSHIP
OF GROUP W CABLE, INC.
WHEREAS, Group W Cable, Inc., a New York Corporation (hereinafter
"Group W Cable "), by and through Group W Cable of the North
Central 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.83 -08 (hereinafter "Cable Communications Franchise Ordinance ");
and
WHEREAS, Group W Cable's parent corporation, Westinghouse Broadcasting
and Cable, Inc., an Indiana Corporation (hereinafter "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, Daniels & Associates, Inc., a Delaware Corporation,
and American Television and Communications Corporation
(hereinafter "Buyers "), and thereby transfer control of
Group W Cable to the Buyers; and
WHEREAS, Group W Cable has requested the consent from the City
to a change in ownership and control of Group W Cable to
the Buyers and the transfer of ownership and control and
ultimate transfer of the Cable Communications Franchise
Ordinance as amended to North Central Cable Communications,
L.P.; and
WHEREAS, the North Central Suburban Cable Communications Commission
II (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 Administration 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 is continuing to review the legal, technical,
and financial qualifications of North Central Cable Communications,
L.P. as it relates to the transfer of ownership and control
and ultimate transfer of the Cable Communications Franchise
Ordinance, as amended; 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.
NOW THEREFORE, BE IT RESOLVED by the City Council of the City
• of LINO LAKES
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 to said Commission
and City.
2. That the approval of the transfer of ownership and control
of Group W Cable, Inc. to the Buyers is hereby deemed not
to include any approval, either express or implied, as to
any subsequent transfer of ownership or control or transfer
411 of the Cable Communications Franchise Ordinance to North
Central Cable Communications, L.P., or to any other entity
or individual.
3. That the North Central Cable Communications Commission II
continue to review the request of Group W Cable, Inc. regarding
a change in control and transfer of the Cable Communications
Franchise Ordinance as amended to North Central Cable Communications,
L.P. and in the future prepare a separate recommendation
for City regarding such change in control and transfer.
4. That this approval by City shall be null, void and of no
effect should any entity or individual successfully litigate
that the approval is also an approval, either express or
implied, as to any subsequent transfer of ownership or control
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or transfer of the Cable Communications Franchise Ordinance
to North Central Cable Communications, L.P., or to any other
entity or individual.
5. 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 February 4, 1986, but incurred in preparation for
the receipt of the Request for Approval.
6. That this approval is specifically conditioned upon the
understanding that any changes or modifications in the cable
communications 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 or otherwise applicable law.
The above listed resolution was moved by Council Member
HAROLD BISEL , and duly seconded by Council Member
WILLIAM BOHJANEN
The following Council. Members voted in the affirmative: BISEL,
BOHJANEN, MARIER, REINERT,BENSON
The following Council Members voted in the negative:
NONE
Passed and adopted this 12TH day of MAY , 1986.
ATTEST:
L
4
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City Administrator
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ino
akes
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF LINO LAKES
I, the undersigned Clerk- Treasurer of the City of Lino Lakes, Minn-
esota, hereby certify that the copy of the Resolution attached
hereto relating to Approving the Transfer of Ownership of Group
W. Cable, In,., Resolution No. 86 -06 is a true and correct copy
of the original document on file in my office.
Witness my hand this 15th day of May, 1986
ATTEST:
Marilyn G. Anderson, Clerk- Treasurer