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<br />introduced the following resolution and moved for its adoption:
<br />
<br />RESOLUTION
<br />
<br />RESOLUTION I APPROVING THE TRANSFER OF OWNERSHIP OF NORTH
<br />CENTRAL C?~BLE COMMUNICATIONS CORPORATION
<br />WHEREAS, Hauser Cable of Minnesota, Inc., a Delaware corporation, Hauser Cable
<br />CommunioafiOnsr, inc.. a Delaware corporation, ..a, nd Continental Cablcvision of Minnesota, Inc., a
<br />Minnesota oot3~o~tion (hereinafter "Transferors '). originally owned One Hundred percent (100%)
<br />OfcenthCtralOUtS~n,, ); anu'- :a~i'ng ,: stock of North Central Cable Communications Corporation (hereinafter "North
<br />WHEREAS, North Central, by and through Group W Cable of the Quad Cities, Inc., a
<br />wholly own~ subsidiary, owns, operates and maintains a cable television system in thc City
<br />pursuant to the tee'ms and conditions of City Ordinance No. , as amended, (hereinafter
<br />"Franchise"); and.
<br />
<br /> WHERE~S, through an interim transaction completed on or before December 31, 1991,
<br />TransferOrs. interest in the outstanding stock of North Cen?l was mod!fled so that the stock of
<br />Continental'-CablcVision of Minnesota, Inc. (hereinafter' Continental'), previously 50%, was
<br />tmnsferre, xl:~0 i~sU!t in Contincntal's ownership of 19-1/2% of the stock with 30-1/2% of thc stock
<br />owned by NCC Holding Co., Inc., a Massachusetts corporation (hereinafter "Holdco"), an entity
<br />in which Continental retained all voting stock and transferred non-voting stock in the holding
<br />company to Meredith/New Heritage Strategic Partners, L.P. (hereinafter "Transferee"); and
<br /> WHEREAS, Transferors desire to sell and otherwise transfer all of their shares of thc
<br />capital stock of Nt~rth Central, together with all of the voting stock of Holdco, to Transferee, in
<br />whom Mcr~li~h/lq!~w Heritage Parmcrship will initially hold, as general partner, a 72.73% interest
<br />and Continent, a Limited Partner, will initially acquire a 27.27% interest; and
<br />
<br /> WHEREAkg, the City has been informed that the ownership interests in Transferee, after
<br />taking into acCoutit all notes delivered as capital contributions to Transferee, will be 62.1% for
<br />Meredith/Newr Heritage Partnership, general partner and 37.9% for Continental Cablevision of
<br />Minnesota, INC., Limited Partner, and
<br />
<br /> WHEREAS, the Transfer Application discloses that Meredith/New Heritage Partnership,
<br />which is the. general partner of Transferee and holds a 62.1% ownership interest in Transferee,
<br />may in certain ci.rCUmstances be required or have the right to purchase the limited partnership
<br />interest of COrltincr~tal Cablevision of Minnesota, Inc. subject to the requirements of local, state
<br />and federal law; and
<br />
<br /> WHEREA~,, Meredith Cable, Inc. ( Meredith Cable ), a wholly owned subsidiary of
<br />Meredith COrporation ("Meredith"), currently holds a 54.6% ownership interest in Transferee
<br />through its 88~}~ ownership of the General Partner of Transferee and has the right to acquire total
<br />ownership and mabagement control of both the General Partner and Transferee, subject to the
<br />mq,firements Of lockl, state and federal law; and
<br /> WHEREAs, the interim transaction has taken place; and
<br />
<br /> WHEREAS, the Transferors have requested the consent from the City to a change in
<br />ownership andiconttol of North Central to Transferee; and
<br />
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