HomeMy WebLinkAboutResolutions - No. 95-553
RESOLUTION NO. 95-55
RESOLUTION OF THE CITY OF LODI
APPROVING THE MERGER AND RELATED TRANSACTIONS BETWEEN
PROVIDENCE JOURNAL COMPANY AND
CONTINENTAL CABLEVISION, INC.
WHEREAS, King Videocable Company ("Franchisee") is the duly authorized
holder of a franchise (as amended to date, the "Franchise") authorizing the
operation and maintenance of a cable television system and authorizing
Franchisee to serve the City of Lodi ("Franchise Authority"); and
WHEREAS, Providence Journal Company ("PJC"), King Holding Corp. ("KHC"),
King Broadcasting Company ("KBC") and Continental Cablevision, Inc.
("Continental") have entered into an Amended and Restated Agreement and Plan
of Merger dated as of November 18, 1994 (the "Agreement"), subject to, among
other considerations, any required approval of the Franchise Authority with
respect thereto; and
WHEREAS, in connection with the merger and the other transactions (the
"Transaction") contemplated by the Agreement, PJC will purchase the 50%
interest in KHC held by affiliates of Kelso & Company, Inc. ("Kelso"), as a result
of which KHC will become a wholly owned subsidiary of PJC; and
WHEREAS, KHC is the 100% owner of KBC, which is the 100% owner of King
Videocable Company; and
WHEREAS, in connection with the Transaction, the stock of King Videocable
Company will be contributed by KBC to Colony Communications, Inc., a wholly
owned subsidiary of PJC which, as part of the Transaction, will become a wholly
owned subsidiary of Continental; and
WHEREAS, as a result of the Transaction, the ultimate control of the Franchisee
will shift from PJC and affiliates of Kelso to Continental; and
WHEREAS, to the extent the franchise requires, Continental and PJC now seek
approval of the Transaction; and
WHEREAS, the Transaction is deemed to be in the best interests of the residents
of the City of Lodi;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF LODI AS
FOLLOWS:
SECTION 1. The Franchise Authority hereby consents to the Transaction, which
includes the transfer of ultimate control of the Franchisee from PJC and affiliates
of Kelso to Continental, to the extent that the consent of the Franchise Authority
is required by the terms of the Franchise and applicable law, with such consent to
be effective as of the closing date of the Transaction.
SECTION 2. The consent herein granted does not constitute and shall not be
construed to constitute a waiver of any obligations of Franchisee under the
Franchise.
SECTION 3. This Resolution shall have the force of a continuing agreement
among Franchisee, Continental and the Franchise Authority, and the Franchise
Authority shall not amend or otherwise alter this Resolution without the consent
of Franchisee and Continental.
PASSED, ADOPTED AND APPRO
AYES: Council Members - Davenport, Pennino, Sieglock, Warner
NOES: Council Members - None
ABSENT: Council Members - None
ABSTAIN: Council Members - Mann (Mayor)
ATTEST:
I, the undersigned, being duly appointed, qualified and acting Clerk of the City
of Lodi, hereby certify that the foregoing Resolution No. 95-55 is a true,
correct and accurate copy as duly and lawfully passed and adopted by the
governing body of the City on the 19th day of Avril ,1995.
Clerk