HomeMy WebLinkAboutRES 86-021 RESOLUTION APPROVING THE TRANSFER OF OWNERSHIP OF GROUP W CABLE, INC. Meeting Sheet
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102379
Box: 23
Folder. RES 1986
Document: RES 86-021 RESOLUTION APPROVING THE TRANSFER OF
OWNERSHIP OF GROUP W CABLE, INC.
STATE OF MINNESOTA
COUNTY OF Hennepin/Ramsey
CITY OF St. Anthony
RESOLUTION NO. 86-021 APPROVING
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 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. 1982-009
(hereinafter "Cable Communications Franchise
Ordinance" ) ; and
• WHEREAS, Group W Cable's parent corporation, Wesingthouse
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; and
Daniels & Associates, Inc. , a Delaware 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 ultiamte transfer of the Cable
Communications Franchise Ordinance as amended to North
Central Cable Communications, L.P. ; .and
WHEREAS, the North Suburban Cable Commission (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 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.
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NOW THEREFORE, BE IT RESOLVED by the City Council of the
City of St. Anthony
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, and other information and documents,
provided 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 of Group W Cable, Inc. or Group W Cable
of the North Suburbs, Inc. or transfer of the Cable
Communications Franchise - Ordinance or related cable
communications system to North Central Cable
Communications, L.P. , or to any other entity or
individual.
3. 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 receipt thereof,
but; incurred in preparation for the receipt of the
• Request for Approval.
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4 . 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 Ordinance or otherwise
applicable law.
The above listed resolution was moved by Council Member
Ranallo , and duly seconded by Council
Member Mark
The following Council Members voted in the affirmative:
Ranallo, Marks , Sundland, Makowske, and Rnrooth
The following Council Members voted in the negative:
None
Passed and adopted this 13th day of May
1986.
ATTEST:
bi
City Clerk M or ,
City lanag:er
ti
The undersigned, the City Clerk of the
Cy_o_=sit. Anthony , Minnesota, does hereby certify that
attached hereto is a true and correct copy of Resolution
No. 85-021 which Resolution was duly adopted by the City
Council on , , 1986 and is in full force
and effect on the date hereof.
-Name: Carol B . ohnson
Title: City Clerk
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