Association Cable TV, Incorporated - Page 3

                                                - 3 -                                                   
            the office of Glenn Hess (Hess), ACT's attorney.  As was                                    
            customary, the meeting was tape-recorded and later transcribed.                             
            Various topics were discussed during the meeting.  The                                      
            shareholders discussed the offer from JSL and voted to sell ACT's                           
            cable TV franchise rights to several geographical areas to JSL if                           
            JSL would agree to a sales price of approximately $1.5 million.                             
            As part of the negotiations, JSL requested a noncompetition                                 
            agreement with ACT.  The following was recorded:                                            
                        HESS:  * * * they [JSL] ask for a contract with                                 
                  HARBORTOWN, they ask for a contract with PIRATES                                      
                  COVE....                                                                              
                        BRIGGS:  We can't give them HARBORTOWN, PIRATES                                 
                  COVE, we'll just say that it will be covered by the                                   
                  non-competing agreement.                                                              
                        *     *     *     *     *     *     *                                           
                        DANIELL:  * * * [I]t [the noncompetition                                        
                  agreement] covers what area?                                                          
                        HESS:  Uh yes, Hathaway Bridge, Phillips Inlet                                  
                  Bridge, Dellwood Beach Road and the State Park, Gulf of                               
                  Mexico...  If I say the Intercoastal Waterway, I think                                
                  they'll get a real great desire to build in West Bay.                                 
                        DANIELL:  In other words, it doesn't cover Bay                                  
                  County, it's just ...                                                                 
                        HESS:  No, I defined it specifically, Hathaway,                                 
                  Dellwood Road, and the State Park on the east, Phillips                               
                  Inlet on the west, the Gulf and the Intercoastal                                      
                  Waterway, which is a good boundary along here, and I                                  
                  got a map showing that will be it for a period of                                     
                  5 years.                                                                              
                  The shareholders discussed business plans for ACT that were                           
            to occur whether or not the sale to JSL was completed.  They also                           
            discussed the interpersonal problems they had been having and the                           




Page:  Previous  1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  Next

Last modified: May 25, 2011