0752RESOLUTION NO. 752
A RESOLUTION OP THE CITY COUNCIL OF THE CITY OF
ROLLING HILLS, APPROVING THE MERGER OF TIMES
MIRROR CABLE TELEVISION OF PALOS VERDES, INC.
("FRANCHISEE") AND COX CABLE COMMUNICATIONS, INC.
THE CITY COUNCIL OF THE CITY OF ROLLING HILLS DOES HEREBY
RESOLVE AS FOLLOWS:
WHEREAS, the City has entered into a franchise agreement with the Franchisee
for the provision of cable television services in the City; and
WHEREAS, the franchise agreement provides that Franchisee must obtain the
prior consent of the City Council prior to the transfer of control of the Franchisee; and
WHEREAS, Franchisee's ultimate controlling entity, the Times Mirror Company,
has announced its plan pursuant to an Agreement and Plan of Merger by and among The
Times Mirror Company ("Times Mirror"), New TMC, Inc., Cox Cable Communications, Inc.
("Cox Cable") and Cox Enterprises, Inc. dated June 5, 1994 to transfer its non -cable related assets
to New TMC, Inc., following which Times Mirror (then holding only its remaining cable
assets) will merge into Cox Cable, a public company, which will become the owner of the stock
of Franchisee; and
WHEREAS, on the closing date of the above-described merger transaction,
approximately twenty percent (20%) of the shares of Cox Cable will be transferred to Times
Mirror's public stockholders and the remaining shares of Cox Cable will be owned by Cox
Enterprises, Inc. or one of its wholly owned subsidiaries; and
WHEREAS, the Franchisee will remain the same entity following the merger, but
will be controlled, directly or through a subsidiary, by Cox Cable and will be ultimately
controlled by Cox Cable's controlling entity, Cox Enterprises, Inc.; and
WHEREAS, after evaluating the proposed transaction described above, the City
has determined that it is in the best interest of the City and the residents thereof to approve the
transfer of control of the Franchisee from Times Mirror to Cox Cable.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rolling
Hills as follows:
Section. 1. That the transfer of control of the Franchisee from Times Mirror to
Cox Cable be approved.
Section 2. That the City hereby affirms that, as of the date of this Resolution, its
franchise agreement with the Franchisee is valid and remains in full foyf and effect.
PASSED, ADOPTED AND APPROVED this 24th da
ATTEST:
ut/"jo
Craig R. Nealis
City Clerk
Resolution No. 752
-1-
Thomas F-'Hei
Mayor
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )SS
CITY OF ROLLING HILLS )
The foregoing Resolution No. 752 entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROLLING HILLS,
APPROVING THE MERGER OF TIMES MIRROR CABLE TELEVISION OF PALOS
VERDES, INC. ("FRANCHISEE") AND COX CABLE COMMUNICATIONS, INC.
was approved and adopted at a regular meeting of the City Council on October 24, 1994, by
the following roll call vote:
AYES: Councilmembers Hill, Lay, Murdock and Mayor Pro Tem Pernell.
NOES: None.
ABSENT: Mayor Heinsheimer.
ABSTAIN: None.
Marilyn L. K rn
Deputy City Clerk
Resolution No. 752 -2-
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