N.J. Admin. Code § 14:17-6.18

Current through Register Vol. 56, No. 12, June 17, 2024

Section 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.

N.J. Admin. Code § 14:17-6.18

Amended by 49 N.J.R. 1097(a), effective 5/1/2017