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O'CONNOR & HANNAN <br /> ATTORNEYS AT LAW <br /> <br />City Administrators and City Clerks of <br /> Quad Cities Cable Communications Commission <br />Page Two <br />April 21, 1986 <br /> <br /> The complexity of the two transactions and the specific <br />analysis which was undertaken by the Commission, on behalf of <br />its member cities, cannot be fully described in this memorandum. <br />Generally, the first transaction involves Westinghouse Broadcasting <br />and Cable, Inc., the'parent company of Group W Cable, Inc., <br />selling and transferring 100% of its stock in Group W Cable <br />to a group of five Buyers. Since Group W Cable of the Quad <br />Cities, Inc. is a wholly-owned subsidiary of Group W Cable, <br />the Buyers will indirectly own and control your cable system. <br />It is this first transaction to which the Commission is recommending <br />the Cities' approval. No Ordinance amendment is required at <br />this step. <br /> <br /> The second transaction involves the specific transfer of <br />Group W of the Quad Cities, Inc. to North Central Cable Communications, <br />L.P. This transaction will also require the Cities' approval, <br />however, the Commission is still undertaking its review and <br />analysis of this transaction. The Commission will make a recommendation <br />to the Cities concerning the second transaction in the near <br />future. <br /> <br /> I have included a copy of a memorandum which explains in <br />detail the two transactions. This memorandum was presented <br />to the Commission and formed a basis for their recommendation <br />of approval of transaction %1. I have enclosed this memorandum <br />for your information and for the information of your Council <br />members. <br /> <br /> I have prepared a resolution for your City Council which <br />will effectively approve Transaction No. 1 consistent with the <br />Commission's unanimous recommendation. I would ask that you <br />place this matter on your next Council agenda. If you would <br />like a representative of the Commission to be present at your <br />Council meeting, please contact Terry O'Connell, Cable Administrator, <br />at 421-6630. Additionally, if you should have any questions <br />concerning this transaction you may contact either Mr. O'Connell <br />or myself. <br /> <br /> Following the Council's adoption of the enclosed resolution, <br />I would ask that you promptly return it to me at the above address. <br />Note: The Buyers have requested that the attached Resolution <br />be certified according to your regular procedures for such certification. <br />Please return a signed copy of this Resolution and the certification <br />to my office as soon as possible. <br /> <br />Thank you for your cooperation in this matter. <br /> <br />MJA:abg <br />Enclosures <br /> <br /> <br />