N.J. Admin. Code § 14:17-6.18 - Petitions for approval of a merger or consolidation
(a)
Petitions for approval of a merger or consolidation of one cable television
company of New Jersey with that of another cable television company, shall
conform to the provisions of
N.J.S.A.
48:5A-1 et seq., and N.J.A.C. 14:17-4, 6.1
through 6.4, and 6.13, to the extent applicable, and shall contain in the
petition, or as attached exhibits, the following information:
1. A copy of the agreement of merger or
consolidation;
2. Copies of
corporate resolutions of the stockholders of each of the corporations
authorizing the transaction;
3.
Copies of recent balance sheets of each company and a pro forma balance sheet
of the continuing company;
4.
Copies of recent income statements of the operations of each of the companies
involved and a pro forma income statement of the continuing corporation, in
sufficient detail;
5. Copies of
certificates of incorporation of each corporation to be merged and amendments
thereto, if not heretofore filed with the Office;
6. The total number of shares of each of the
various classes of capital stock proposed to be issued, if any, by the
surviving corporation, the par or stated value per share, and the total amount
of new capital stock to be issued;
7. The percentage, and the manner in which,
if any, the presently outstanding capital stock of the corporations involved,
will be exchanged for the new stock of the surviving corporation;
8. Whether any franchise cost is proposed to
be capitalized on the books of the surviving corporation. If so, explain the
reasons therefor, and in what manner and over what period the items are
proposed to be amortized;
9. The
names and addresses of the new officers, directors and principal stockholders
and the number of shares to be held by each in the surviving
corporation;
10. The various
benefits to the public and the surviving corporation which will be realized as
the result of the merger;
11.
Proposed changes, if any, by the surviving corporation, in company policies
with respect to finances, operations, accounting, rates, depreciation,
operating schedules, maintenance and management, affecting the public
interest;
12. Proof of service of
notice of the proposed merger to the public, the municipalities being served by
the companies to be merged, and the public utilities serving in the area,
pursuant to
14:17-4.5;
13. Proof of compliance with rules,
regulations and statutes requiring approval from other State and Federal
regulatory agencies having jurisdiction in the matter; and
14. A statement of the fees and expenses to
be incurred in connection with the merger, and the accounting disposition to be
made thereof, on the books of the surviving corporation.
Notes
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