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assigned its rights and obligations in the earlier trans- <br />action to D-H Holdings. <br />-North Central-L.P. has been assigned by D.H. Holdings <br />the right to acquire the six Minnesota systems by a Joint <br />Venture Agreement dated June 13, 1986. North Central-L.P. <br />has further assigned its intereut in the Minnesota systems <br />to North Central by letter dated June 18, 1986. Thus, it is <br />North Central which will ultimately own the stock in each <br />specific Minnesota cable system. <br />From the information we have reviewed, North Central is <br />a newly created corporation which is owned equally by Con- <br />tinental Cablevision of Minnesota, Inc. and Hauser Cable of <br />Minnesota, Inc. The Commission should note that both Con- <br />tinental Minnesota and Hauser -Minnesota are also stated to <br />be newly created corporations. <br />III. STANDARD OF REVIEW <br />The Commission's task in this process is to review the <br />information provided regarding the transaction and to recom- <br />mend to its Member Cities approval or denial of the transfer <br />of stock from Group W, Inc. to North Central. The Cities <br />must make the ultimate determination. The franchise and <br />state statute provides the Cities with the express right to <br />approve or disapprove the transfer of ownership in their <br />franchise and system. The standard of review is that the <br />Cities consent shall not be unreasonably withheld. For the <br />purpose of determining whether it will consent to the change <br />