Agenda Packets - 1986/05/19 - Laserfiche WebLink

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t1 TLNMLVW WULtf ADTIA SWARD DONNCIiy North Suburban Cable Commission April 28, 1986 Page Three of Hauser Cable Communications Incorporated as general partner and R. E. Hauser Incorporated as limited partner. The Buyers have also agreed that as soon as possible after the closing, Group W will transfer control and ownership of the Group W subsidiary corporations to the individual Buyers. Group W Cable of the Northern Suburbs, Inc., the Group W subsidiary owning your cable System, will be transferred to Daniels which in turn will assign its interest to D-H Holdings. These potential subsequent transfer transactions cannot occur without your specific review and approval, separate from and in addition to your ccnsideration of the Transfer Transaction. Nevertheless, the management (but not ownership control) of your System will be immediately undertaken by North Central, as agreed by the Buyers, upon the conclusion of Transaction. Although the Group W stock Transfer Transaction requires your approval, this change in management of your System can legally occur without your approval. 1I. Standard of Review The Com_^ission's task with regard to the Transfer Transaction is to review the nature and effect of the Transaction and to recommend to its Member Cities approval or denial of the transfer of stock from Westinghouse to the grouD of Buyers. The Cities must make the ultimate determination. The standard of review is that the Cities' consent, based upon the Commission's recommendation, shall not be unreasonably withhclu. For the purpose :f determining whether it will recormend consent to the change of control in Group W, the Commission's staff and counsel have made inquiry into the legal, technical, and financial qualifications of the Buyers. The analysis of the proposed Transfer Transction is somewhat different from the analysis of the proposed potential subsequent transactions. Since the proposed Transfer Transaction is a stock transfer, in which Group N and Group W of the Northern Suburbs, Incorporated remain intact, it will not be necessary to transfer the Member Cities' franchises at the conclusion of that Transaction. Therefore, the performance of your cable communications franchises will continue to be guaranteed by Group W as controlled by new stock owners. The assets of Group W will remain intact at the conclusion of the Transfer Transaction. only the n+enagement of Group W, Incorporated (through its Board of