HomeMy WebLinkAboutResolution 86-38 RSSDLUTION N0. $6-38
City of Columbia Heights, Minnesota
RESOLUTION APPROVING THE CHANGE IN CONTROL
OF OWNERSHIP OF GROUP W CABLE, INC.
WHEREAS, Group W Cable, Inc., a New York corporation
(hereinafter "Group W Cable"), through Group W Cable of Columbia
Heights/Hilltop, Inc., a majority-owned subsidiary (hereinafter
"Subsidiary"), owns, operates and maintains a cable television
system (hereinafter "System") in the City pursuant to a franchise,
as amended, issued by the City;
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 the following (and to certain affiliates, subsidiaries
or partnerships of the following), referred to individually as a
"Buyer" and collectively as the "Buyers", said request is attached
hereto as Exhibit t, and thereby transfer control of Group W
Cable to the Buyers:
Century Southwest Cable Television, Inc., a Delaware
Corporation;
TCI Holdings, Inc., a Colorado Corporation;
American Television and Communications Corporation, a
Delaware Corporation;
Comcast Corporation, a Pennsylvania Corporation;
Daniels & Associates, Inc., a Del~aware Corporation.
WHEREAS, Buyers presently intend to cause Group W Cable to
transfer control of the Subsidiary and/or assign the System to
North Central Cable Communications, L.P., a Minnesota limited
partnership (hereinafter "North Central") as soon as practicable
in a subsequent transaction or transactions;
WHEREAS, the City has been requested by Group W Cable to con-
sider consent to the change of control and ownership of Group W
Cable separate and apart from any subsequent transactions and
such request dated April 17, 1986, is attached hereto as Exhibit
II;
WHEREAS, North Central has joined in Group W Cable's request
that the City's approval of the transactions be considered in
separate steps and such request was made in that letter dated May
7, 1986, attached hereto as Exhibit III;
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WHEREAS, Group W Cable and North Central have acknowledged
and represented that the City's separate consideration and any
ultimate consent~of the first transaction shall in no way be
construed, interpreted or viewed as consideration or consent to
any subsequent transactions;
WHEREAS, the Buyers have joined in the aforementioned request
and Buyers have acknowledged and agreed that the City's consideration
and approval of this transaction will not be construed, interpreted
or viewed as consideration or consent to any subsequent transac-
tion nor will consideration of this transaction bind the City in
any manner with respect to any subsequent transaction and such
representation is attached hereto as Exhibit IV;
WHEREAS, Group W Cable, Inc., has agreed in a letter dated
May t, 1986, attached hereto as Exhibit V, to indemnify, pay for
the defense and hold harmless the City and actively oppose any
claim by North Central or any parent, subsidiary, related cor-
poration, partner or joint venture of North Central or any of its
principals, owners or agents that the City's consideration or
consent to the first transaction.in any way obviates the necessity
for separate and independent consideration of subsequent transac-
tions;
WHEREAS, the Buyers have acknowledged and agreed that their
acquisition of control of Group W Cable, Inc., shall in no way
abrogate or otherwise diminish that Guaranty given December 11,
1981, by Group W Cable, Inc. (formerly Teleprompter Corporation),
and attached hereto as Exhibit VI;
WHEREAS, the Buyers have represented to the City that until
distribution by Group W of the System to the ultimate transferee,
the System will be managed by, and be under the operating control
of, North Central pursuant to a management agreement in generally
the form attached hereto as Exhibit VII;
WHEREAS, the City has conducted a public hearing that
afforded reasonable notice and a reasonable opportunity to be
heard; and
WHEREAS, the City has considered the legal, technical and
financial qualifications of the Buyers and found such qualifica-
tions to be adequate to own and operate Group W Cable, Inc.
NOW, THEREFORE, BE IT RESOLVED, by the City as follows:
1. The City hereby consents to and approves the change
in control of ownership of Group W Cable, Inc., from
Westinghouse to Buyers subject to the closing of the purchase
of Group W stock by the Buyers on or before July 15, 1986,
and on the following terms and conditions.
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2. The City's approval of the change in control of the
ownership of Group W Cable shall not be construed, interpreted
or viewed as consideration or consent, either express or
implied, as to any subsequent transactions.
3. The approval contained herein shall be null and
void and of no effect upon the City making an affirmative
finding of any one or more of the following:
A. The failure of Westinghouse and Buyers to
close on the purchase of Group W stock on or before
July 15, 1986;
B. The failure of Group W Cable to reimburse the
City in full for all expenses reasonably incurred by the
City during and as a direct consequence of this transac-
tion and any subsequent transactions involving a change
in control or ownership of the System;
C. The assertion by Group W Cable, any Buyer or
the Buyers that the City's approval of this transaction
is to be construed, interpreted or viewed as consideration
or consent to any subsequent transaction;
D. The failure of Group W Cable to indemnify, pay
for the defense and hold ~harmless the City and actively
oppose in any proceeding any claim by North Central as
set forth in Exhibit V;
E. The assertion by any Buyer, the Buyers or
Group W Cable tha~ the acquisition of control of Group W
Cable, Inc., by the Buyers in any way abrogates or
otherwise diminishes that Guaranty attached hereto as
Exhibit VI; and
F. The failure of Group W Cable to maintain on
file with the City that management agreement between
Group W Cable and North Central whereby the System will
be managed by, and be under the operating control of,
North Central until distribution by Group W Cable of the
System.
Passed and adopted this 27th day of
· 1986.
ATTEST:
By William J. Elrite By
Its
Financ~ Dir~mrr~r/Tr~IIr~r
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Offered b'l: Carl son
Seconded b': Peterson
Roll cajl // All ayes
Bruce G. Flawro,~"K~ /////
ts 11' "1, '
Resolution No. 86-38
page 4
CERTIFICATION
I hereby certify that the aforegoing resolution is a true
and correct copy of the resolution presented to and adopted
by the City Council of the City of Columbia Heights, at a
duty authorized meeting thereof held on the 27th day of May,
1986, as shown by the minutes of said meeting in my possession.
William J. ~TFi~e, ~ity Clerk