HomeMy WebLinkAbout18607 - RESOLUTIONS - 5/30/1995 RESOLUTION NO. 18607
RESOLUTION OF THE CITY OF PALM SPRINGS
APPROVING THE MERGER AND RELATED
TRANSACTIONS BETWEEN PROVIDENCE JOURNAL
COMPANY AND CONTINENTAL CABLEVISION, INC.
WHEREAS, Colony Cablevision of California, a division of Providence Journal '
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 Palm Springs
("Franchise Authority") ; and
WHEREAS, Providence Journal Company ("PJC") and Continental Cablevision, inc.
("Continental") have entered into an Amended and Restated) Agreement and Plan of
Merger dated as of: November 1.8, 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 other transactions (the "Transaction")
contemplated by the Agreement, the franchise held by Colony Cablevision of
California, a division of PJC, will. be assigned to King Broadcasting Company
which, in turn, will immediately transfer the franchise to (i) Colony
Communications, Inc. , a wholly owned subsidiary of PJC which, as a result of the
Transaction, will become a wholly owned subsidiary of Continental, or (ii)
Continental directly as a result: of the merger of King Broadcasting Company into
Continental. which is also part of the Transaction; 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 Palm Springs;
NOW, THEREFORE, BE IT RESOLVED by the: City Council of the City of Palm Springs
as follows-
Section 1. .The City council hereby finds that Colony Communications and
Continental each have the assets and resources to satisfy its
obligations under the Franchise Agreement, at least to the
capacity of the existing Franchise.
Section 2. The Franchise Authority hereby consents to the Transaction,
which includes the transfer of the Franchise from PJC to King
Broadcasting Company and, immediately thereafter, to (i)
Colony Communications, Inc. , which as result of the
Transaction will become a wholly owned subsidiary of
Continental, or (ii) 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 3. This consent is given on the condition that. Colony
Communications and Continental, whichever shall obtain the
franchise, have promised to and will fulfill all of the
Franchise obligations under the Franchise Agreement, and by
accepting the transfer colony Communications, or continental,
as appropriate, do hereby agree to be bound by said Franchise
Agreement.
Section 4. The consent herein granted does not constitute and shall not
be construed to constitute a waiver of any obligations of
Franchisee under. the :Franchise.
ADOPTED THIS 30th day of: May , 1995 ,
AvrS: Members Hodges, Kleindienst, Lyons, Reller-Spurgin and Mayor Maryanov
NOES: None
ABSENT: None
ATTEST: CI Y OF PALM SPRING '/5�91,IFORNIA
c.i`ty Clerk City aaager74
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REVIEWED & APPROVED as to forml (,._..---�� _