Resolution - 9561RESOLUTION NO. 9561
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF WEST COVINA, CALIFORNIA
APPROVING A CHANGE IN CONTROL OF
METRICOM, INC. PURSUANT TO SECTION 13.2
OF THE FRANCHISE AGREEMENT ENTERED
INTO BETWEEN METRICOM, INC. AND THE
CITY OF WEST COVINA, CALIFORNIA
•
WHEREAS, Metricom Inc. ("Metricom") has been granted a franchise by the
City Council of the City of West Covina, California (the "City") to utilize certain public
rights -of way for the construction and operation of a wide -area high speed portable
wireless data service, and
WHEREAS, pursuant to the Franchise Agreement entered into between
Metricom and the City, dated as of September 4, 1997 (the "Franchise Agreement"), a
change in control of Metricom requires the written consent of the City Council; and
WHEREAS, by letter dated January 16, 1998, Metricom has requested the
consent of the City for a change in control of Metricom whereby Vulcan Ventures
Incorporated ("Vulcan") will acquire control, as defined in the Franchise Agreement, of
Metricom; and
WHEREAS, Vulcan proposes to purchase Four Million Six Hundred Fifty
Thousand (4,650,000) shares of Metricom's common stock which, upon completion of
the stock purchase, would provide Vulcan with an ownership interest in Metricom of
49.7% (the "Stock Purchase"); and
WHEREAS, subsequent to completion of the Stock Purchase, Metricom's Board
of Directors will be modified from the current nine members to seven members with four
of those members elected by Vulcan; and
WHEREAS, the City has reviewed the information submitted by Metricom
relating to the Stock Purchase including, but not limited to, the Notice of Special Meeting
of Stockholders to be held on January 30, 1998 and the Proxy Statement for Special
Meeting of Stockholders; and
WHEREAS, the City has determined that the consummation of the Stock
Purchase will constitute a change in control within the meaning of Section 13.2- of the
Franchise Agreement; and
WHEREAS, the City has determined that consummation of the Stock Purchase
will result in a material improvement in the financial condition of Metricom and thus
ultimately prove consistent with the public interest.
• NOW, THEREFORE, the City Council of the City of West Covina does hereby
resolve as follows:
1. The proposed transaction whereby Vulcan will acquire Four Million Six
Hundred Fifty Thousand (4,650,000) shares of the common stock of Metricom and,
pursuant to said Stock Purchase, will nominate and elect a majority of the Board of
Directors of Metricom is hereby approved pursuant to Section 13.2 of the Franchise
Agreement.
•
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2. This Resolution shall become effective upon its adoption.
3. That the City Clerk shall certify to the passage and adoption of this Resolution.
PASSED, APPROVED AND ADOPTED this
ATTEST:
City Clerk.
City of West Covina
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
day of April 1998.
I, Janet Berry , City Clerk of the City of West Covina, DO
HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council
of the City of West Covina on the 21st day of
April 1998, and was carried by the following roll call vote, to wit;
AYES: COUNCILMEMBERS: Herfert, Howard, Touhey, Wong, Melendez
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
APPROVED AS TO FORM:
CITY -ATTORNEY 'j
s
City Clerk