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82-QRESOLUTION NO. 82- ~ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA, GRANTING APPROVAL OF AN INTERNAL CORPORATE REORGANIZATION IN- VOLVING TELEPROMPTER CORPORATION. WHEREAS, Teleprompter Corporation ("Teleprompter") is a cable television franchisee in the City of Boynton Beach, Florida; and WHEREAS, on August 18, 1981, Westinghouse Broadcasting Company, Inc., a subsidiary of Westinghouse Electric Corporation ("Westinghouse"), acquired control of Teleprompter; and WHEREAS, it is proposed that Teleprompter 'be reorganized into Group W Cable, Inc., its parent corporation, as set forth in a letter application dated February 22, 1982; and WHEREAS, approval has 'been requested as to the proposed transaction; NOW, THEREFORE, BE AND IT IS HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA: Section 1. The City of Boynton Beach City Council here- 'by grants its approval, as requested, to permit the reorganization of Teleprompter into Group W. Cable, Inc., its parent corporation,~ all as set forth in the letter application dated February 22, 1982 (A copy of which is attached hereto and made a part hereof). Section 2. Future internal corporate transactions 'between a parent company and a subsidiary are hereby authorized. PASSED AND ADOPTED this 3rd day of March, 1982. CITY OF BOYNTON BEACH, FLORID~ By: Mayor ATTEST: (Corp. Seal) )er TELEPROMPTER Teleprompter of West Palm Beach 334 Belvedere Road West Palm Beach. FL 33405 Telephone: (305) 655-3761 February 22, 1982 ~onorable Mayor Edward Harmening City of Boynton Beach Box 310 Boynton Beach, Florida 33435 Dear Mayor Harmening: As~ you are no doubt aware, on Aught 18, 1981, W~stinghouse Broadcasting Company, Inc., a subsidiary of Westinghouse Electric Corporation, acquired control of. Teleprompter Corporation, the cable television operator in Boynton Beach, Florida. T~leprompte~ is one of the nation's largest cable television operator, and i~s systems throughout the country are held both by /~ and a multitude of subsidiary companies~ In order to slm- plify matters, and to obtain administ~ve benefit~ through operating efficiencies, int6~nal corporate transa~tio~ are being undertaken whereby the wholly-owned ~ubsidiaries of Teleprompter w~ll be reorganized into Teleprompter, and Telepromtper will then be reorganized into Group W Cable, Inc., and Zts parent corpo4ation. This is to respectfuZly request yom approval of th~ reorgani- zation of Telep~mpter into its parent company. There ~ be no change ~n management, control or final ownership as a r~u~ of these internal corporate t~ansactions. I have taken the~ liberty of enclosing a draft resolution which may be of some hel~ to you in of the present reorganization, as w~ll as future ~n~erna~ corporate t~ansa~ions involving the franchisee and a parent company or a s. ubsidiary. Your early attention to this matter will be appreci~ed. If you have any questlons, please let u~ hear from you. WO/ams ey[c ~ Very tr~y yours, G en M an ag er