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<br />. <br />, <br /> <br /> <br /> <br />. STATE OF MINNESOTA <br />COUNTY OF RAMSEY <br />CITY OF ARDEN HILLS <br /> <br />RESOLUTION NO. 92-51 APPROVING THE <br />TRANSFER OF OWNERSHIP OF NORTH CENTRAL <br />CABLE COMMUNICATIONS CORPORATION <br /> <br />WHEREAS! Hauser Cable of Minnesota, Inc.! a Delaware corpora- <br />tion, Hauser Cable communications! Inc., a Delaware corporation, <br />and Continental Cablevision of Minnesota! Inc.! a Minnesota <br />corporation (hereinafter "Transferors")! originally owned One <br />Hundred percent (100%) of the outstanding stock of North Central <br />Cable Communications Corporation (hereinafter "North Central") ; and <br /> <br />WHEREAS! North Central! by and through Group W Cable of The <br />North Suburbs! Inc.! a wholly owned subsidiary! owns! operates and <br />maintains a cable television system in the city pursuant to the <br />terms and conditions of city Ordinance No. ?RO , as amended! <br />(hereinafter "Franchise"); and <br /> <br />WHEREAS! through an interim transaction completed on or before <br />December 31! 1991! Transferors' interest in the outstanding stock <br />of North Central was modified so that the stock of continental <br />Cablevision of Minnesota, Inc. (hereinafter "continental")! <br />previously 50%! was transferred to result in continental's <br />. ownership of 19 1/2% of the stock with 30 1/2% of the stock owned <br />by NCC Holding Co., Inc., a Massachusetts Corporation (hereinafter <br />"Holdco")! an entity in which Continental retained all voting stock <br />and transferred non-voting stock in the holding company to <br />Meredith/New Heritage Strategic Partners! L.P. (hereinafter <br />"Transferee"); and <br /> <br />WHEREAS! Transferors desire to sell and otherwise transfer all <br />of their shares of the capital stock of North Central! together <br />with all of the voting stock of Holdco! to Transferee! in whom <br />Meredith/New Heritage Partnership will initially hold! as general <br />partner! a 72.73% interest and Continental, a Limited Partner! will <br />initially acquire a 27.27% interest; and <br /> <br />WHEREAS, the City has been informed that the ownership <br />interests in Transferee, after taking into account all notes <br />delivered as capital contributions to Transferee! will be 62.1% for <br />Meredith/New Heritage Partnership, general partner and 37.9% for <br />continental Cablevision of Minnesota! Inc.! Limited Partner; and <br /> <br /> <br /> <br /> <br /> <br /> <br />. <br />