Agenda - Council - 07/28/1992 - Laserfiche WebLink

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I I I I I I I I I I I I I I I I I I I BER. NICK AND LIF$ON The transaction under consideration by the Commission was proposed in =~o steps. The first step has been referred to as the interim tr&nSgction and was accomplished on or before December 31, 1991 without' objection from the Commission. However, the commission~regerved the right to analyze the interim step as part of the en~ireitransaction, and, should the entire transaction not be approved, ~he interim transaction would be undone and considered null and void, At the beginning of the transaction, the outstanding capital stock of N~rth central was held by Hauser Cable of Minnesota, Inc., (49.5%), HauSer Cable Communications, Inc., (.5%), and Continental Cable of Minnesota, Inc., (50%). ? The interim step resulted in Continental transferring a 33 1/3% i~terest in North Central to a holding company. The holding company had no purpose other than its holding the one third interest 'in North Central, and it had no assets, other than its ownership in!North Central. The holding company created two classes of ~tOck, voting and non-voting. Only the non-voting stock was transferred to Meredith. Continental retained the voting stock and a 19 1/2%iinterest in the stock of North Central. As a result of the retention by Continental of the voting stock, no change in the managemen~ or control of North Central occurred as of the Interim step.. The final step in the transaction contemplates the sale to Meredith of the stock currently held by the Hauser corporations (50% of NOr~h~Central's stock). Meredith has already acquired an indirect $3 1~3% financial interest in North Central's stock, and at closin~::wi~l acquire the remaining voting stock of the holding company cuz?rently retained by Continental. This will give Meredith 83 1/3% oflNo~th Central's stock. Continental will contribute to Meredith its remaining 16 2/3% of North Central's stock so that Meredith Willlown 100% of the stock of North Central. Subsequent to closing, Meredith will be owned by Meredith/New Heritage PartnerShi~ (~2.1%) and Continental Cablevision of Minnesota, Inc. (37.9%). continental Cablevision of Minnesota, Inc., is wholly owned by ~on~inental Cablevision, Inc. Meredith/New Heritage Partnership islowned by Meredith Cable, Inc. (88%) and New Heritage Associates (1~%). The prospective owners have represented that Meredith is licensed to. dO business in Minnesota. &/