Agenda - Council - 10/22/1996 - Laserfiche WebLink

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ATTORNEY'S REPORTS 5.1 TRANSFER OF OWNERSHIP Bob Vose stated that the time has finally come fOr the Commission to decide on a recommendation for the Member Cities regarding the two transfers of ownership. The Commission received FCC Form 394 to transfer ownership from Meredith Cable to Continental Cable and a subsequent transfer which is going to occur between Continental Cable and US West. The transfer from Continental Cable to US West is going to be termed a merger, but looks more like Continental is being purchased by US West. Vose stated that The Commission's federal requirement is to review the technical, legal, and financial qualifications of the purchases. They have done that, it was very time consuming. They have reviewed several agreements, existing partnership agreements, contracts, ect. They have tried to condense their research and findings into reports which were mailed to each Commission Director. Mr. Vose reviewed each transaction separately with the Commission. Vose also reminded the Commission that they can not deny the two transfers unless there is a reasonable basis to do so. I I I I I I I I The charts and memorandums Vose reviewed were enclosed with the monthly Commission packets. Vose began with Exhibit 3, The Existing Meredith Cable System Ownership Structure. When t3ernick & Lifson began its investigation they were under the assumption that Meredith New Heritage Strategic Partners L.P. would be the entity that was being transferred. A FCC 394 was received from Continental Cable Vision, Inc., which was also on the sheet because a subsidiary of Continental currently owns a limited partnership in the entity being transferred. Initially when the FCC 394 was reviewed they came from Continental Cable Vision, Inc. Presumably that meant that they were purchasing the system. That turned out not to be true and it was discovered that in the process of asking questions for the company that Continental Cable Vision of Minnesota, Inc. would be in fact purchasing the system. Continental Cable Vision of Minnesota, Inc. would be purchasing Meredith New Heritage Partnership. A problem immediately arose, Meredith New Heritage was a Limited Partnership. Inc. If Continental of Minnesota currently owns a Limited Partnership interest and purchases the General Partnership interest they would be the sole owners of the Strategic Partners L.D. The resolution to this is indicated in Exhibit #4. Meredith then changes their responses and I I I I I I I I I