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Councilmember Hardin introduced the following resolution and moved for its adoption:
<br />
<br />RESOLUTION #92-07-178
<br />
<br />RESOLUTION APPROVING THE TRANSFER OF OWNERSHIP OF NORTH
<br />CENTRAL CABLE COMMUNICATIONS CORPORATION
<br />
<br /> WHEREAS, Hauser Cable of Minnesota, Inc., a Delaware corporation, Hauser Cable
<br />Communications, Inc., a Delaware corporation, and Continental Cablevision of Minnesota, Inc., a
<br />Minnesota corporation (hereinafter "Transferors"), originally owned One Hundred percent (100%) of
<br />the outstanding stock of North Central Cable Communications Corporation (hereinafter "North
<br />Central"); and
<br />
<br /> WHEREAS, North Central, by and through Group W Cable of the Quad Cities, Inc., a
<br />wholly owned subsidiary, owns, operates and maintains a cable television system in the City
<br />pursuant to the terms and conditions of City Ordinance, (hereinafter "Franchise"); and
<br />
<br /> WHEREAS, through an interim transaction completed on or before December 31, 1991,
<br />Transferors' interest in the outstanding stock of North Central was modified so that the stock of
<br />Continental Cablevision of Minnesota, Inc. (hereinafter "Continental"), previously 50%, was
<br />transferred to result in Continental's ownership of 19-1/2% of the stock with 30-1/2% of the stock
<br />owned by NCC Holding Co., Inc., a Massachusetts corporation (hereinafter "Holdco"), an entity in
<br />which Continental retained all voting stock and transferred non-voting stock in the holding company
<br />to Meredith/New Heritage Strategic Parmers, L.P. (hereinafter "Transferee"); and
<br />
<br /> WHEREAS, Transferors desire to sell and otherwise transfer all of their shares of the
<br />capital stock of North Central, together with all of the voting stock of Holdco, to Transferee, in
<br />whom Meredith/New Heritage Partnership will initially hold, as general partner, a 72.73% interest
<br />and Continental, a Limited Partner, will initially acquire a 27.27% interest; and
<br />
<br /> WHEREAS, the City has been informed that the ownership interests in Transferee, after
<br />taking into account all notes delivered as capital contributions to Transferee, will be 62.1% for
<br />Meredith/New 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, may
<br />in certain circumstances be required or have the right to purchase the limited partnership interest of
<br />Continental Cablevision of Minnesota, Inc. subject to the requirements of local, state and federal law;
<br />and
<br />
<br /> WHEREAS, 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 management control of both the General Partner and Transferee, subject to the
<br />requirements of local, state and federal law; and
<br />
<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 and control of North Central to Transferee; and
<br />
<br /> WHEREAS, the City has waived any right of first refusal to purchase the stock acquired
<br />by Transferee as such right of first refusal applies to the pending sale and transfer; and
<br />
<br /> WHEREAS, the Quad Cities Cable Communications Commission (hereinafter
<br />"Commission") has been delegated the authority and responsibility to coordinate, administer and
<br />enforce the Franchise on behalf of the City pursuant to the terms of a Joint and Cooperative
<br />Agreement for the Administration of a Cable Television Franchise; and
<br />
<br />
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