WPC_Z 2BJ Z CourierCourierCG TimesCG Times BoldX@`7X@HP LaserJet 4_230_1HPLAS4.PRS 4x  @\oeX@26WUW3|wCG Times Bold Y-#Xw PE37XP#X@3|w Y-#Xw PE37=9XP#2Bf HX Zrv",tB^ f ^;C]ddCCCdCCCCddddddddddCCY~~vCN~sk~CCCddCYdYdYCdd88d8ddddJN8ddddYYdYd4dddddCddddddddd8YYYYYY~Y~Y~Y~YC8C8C8C8ddddddddddYdddddsdXdXXXddx|X~d~d|XdddddddC8ddddCdoddd|8|H~d<|8dtddddHHdlLlLlLkd|H|8~ddddddddXXXd~ddkd~ddxCddCCCWxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNdddCYQQddddddFddddFCChhd44ddzzdddvooChdF"dhd9dCCzCddoddCdYds]zUvdYYCCCCz~ozoY~NYdYC8YooYdYzsdzdd~YYzozzz~CdzYzzzzCCdddddddzCsdYC\   pxtll\tll@\@\`L<?xxx,2x6X@`7X@m8wC;,Xw PE37XPDn7zC;,c!Xz_ pi7XV"G($,hG PE37hP><q*"xxxxWWxxxWWkkxxxa݅@  I.   X(# 2Y2"/#^0$d0%D1SubheadingSubheading"0\ E A.  FOOTNOTEFootnote - Appearance#PHIGHLIGHT 1Italics and Boldldedd$+. DRAFT ONHeader A Text = DRAFT and Date% X =8` (#FDRAFTă r  ` (#=D3 1, 43 12pt (Z)(PC-8))T2Dă  ӟ25&2'X#3(1{3)14DRAFT OFFTurn Draft Style off&@@    HEADERHeader A - Appearance'LETTER LANDLetter Landscape - 11 x 8.5( 3'3'Standard'3'3StandardLetter Portrait - 8.5 x 11 ;   LEGAL LANDLegal Landscape - 14 x 8.5)f 3'3'Standard'A'AStandardZ K e6VE L"nu;   279*16+1@7,nq8-X8LETTER PORTLetter Portrait - 8.5 x 11*L 3'3'Standard3'3'StandardZ K e6VE L"nU9   LEGAL PORTLegal Portrait - 8.5 x 14+ 3'3'StandardA'A'StandardLetter Portrait - 8.5 x 119   TITLETitle of a Document,K\ * ăFOOTERFooter A - Appearanced-2!;.i9/i90dS:1j:BLOCK QUOTESmall, single-spaced, indented.N X HEADING 33rd Heading Level/| XHIGHLIGHT 2Large and Bold Large0B*d. HIGHLIGHT 3Large, Italicized and Underscored1 V -q2A2S;3Er=4->58?LETTERHEADLetterhead - date/margins2u H XX  3'3'LetterheadZ K e VE L"n3'3'LetterheadZ K e VE L"nE9    * 3'3'LetterheadZ K e VE L"n3' II"n"Tv3'StandarddZ K e VE L"nU9 Ѓ   INVOICE FEETFee Amount for Math Invoice3 ,, $0$0  MEMORANDUMMemo Page Format4D.   ! M E M O R A N D U M ă r  y<N dddy   INVOICE EXPSEExpense Subtotals for Math Invoice5:A ,p, $0$002D68NA7B8X'D9[DINVOICE TOTTotals Invoice for Math Macro6z 4p, $0$00INVOICE HEADRHeading Portion of Math Invoice7+C`*   4X 99L$0 **(  ӧ XX NORMALReturn to Normal Typestyle8SMALLSmall Typestyle92xF:[ E;[gE<[E=[FFINEFine Typestyle:LARGELarge Typestyle;EXTRA LARGEExtra Large Typestyle<VERY LARGEVery Large Typestyle=2gT>F?e-H@oHf IENVELOPEStandard Business Envelope with Header>+w ,,EnvelopeZ K e VE L"n,,EnvelopeLarge, Italicized and Under;    ,, 88+  `   footnote reference#? footnote text@%",tB^ f ^;C]ddCCCdCCCCddddddddddCCdxN`xoCCCddCdoYoYFdo8Co8odooYNCodddYdddd4dddddCddddddddo8dddddYYYYYN8N8N8N8oddddooooddpddddxodddXXddXddXdddddooL8doddNorddo8PdN8ppoddXXdpLoNpLodPDdopoopodXYXodoodddCddCCCWxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNdddCdUUddddddFddddFCCssd44ddzzddd~ooCsdF"dsd9dCCzCddoddCdYds`zUvdddCCCCzozoYNYYYN8YooYdYzzdzddYYzozzzNdzYzzzzCCdddddddzCzdYC\   pxtll\tll@\@\`L2TF]Z"i~'K2^$(8<><q*"xxxxWWxxxWWkkxxxfX@# Both the statutory provision and the rule provide, however, that in the case of a sale of multiple systems, subsequent transfers of one or more such systems to one or more third parties will  Y-be considered part of the initial transaction for purposes of the antitrafficking provision.b Y<ԍ #Xw PE37=XP#47 U.S.C. 537(b); 47 C.F.R. 76.502(e)(1994).#x6X@`7>fX@#Ѯ In  Y-addition, the Commission has broad discretion to grant waivers of the holding requirement.e Yh <ԍ #Xw PE37=XP#47 U.S.C. 537(d); see also Implementation of Sections 11 and 13 of the Cable Television Consumer Protection and Competition Act of 1992, (Horizontal and Vertical Ownership Limits, CrossOwnership Limitations and AntiTrafficking Provisions), First Report  Y% -and Order, 78, 8 FCC Rcd 6828, 6839 (1993), recon. granted in part and denied in part,  Y-Memorandum Opinion and Order on Reconsideration of the First Report and Order, 10 FCC Rcd ___, FCC 9521, released January 30, 1995 (MM Docket No. 92264); 47 C.F.R.  Y-76.502(g).#x6X@`7>fX@# 3. The threeyear holding requirement rule, and its underlying statutory provision, are aimed at restricting transactions and other transfers that are likely to adversely affect cable rates or service in the local franchise area, and are not intended to inhibit investment in the  Y1-cable industry or delay or disrupt legitimate transactions.1@  Y"<ԍ #Xw PE37=XP#See Implementation of Sections 11 and 13 of the Cable Television Consumer Protection and Competition Act of 1992, (Horizontal and Vertical Ownership Limits, Cross Y-Ownership Limitations and AntiTrafficking Provisions), First Report and Order, 11, 21 &  Y-36, 8 FCC Rcd at 683031, 6833; 47 U.S.C.  537.#x6X@`7>fX@# Recently, the Commission stated that unless a transaction raises serious concerns on its face or any objections filed provide other public interest bases for concern, requests for waiver of the threeyear holding  Y -requirement will generally be looked on favorably.;  WM<ԍ #Xw PE37=XP#Implementation of Sections 11 and 13 of the Cable Television Consumer Protection and Competition Act of 1992, (Horizontal and Vertical Ownership Limits, CrossOwnership  W-Limitations and AntiTrafficking Provisions), Memorandum Opinion and Order on  Y -Reconsideration of the First Report and Order, 79, 10 FCC Rcd ___, FCC 9521, released  Y -January 30, 1995 (MM Docket No. 92264).#x6X@`7>fX@#; 4. The 1992 Cable Act expressly exempts from the restriction: "(1) any transfer of ownership interest in any cable system which is not subject to Federal income tax liability; (2) any sale required by operation of any law or any act of any Federal agency, any State or political subdivision thereof, or any franchising authority; and (3) any sale assignment, or transfer, to one or more purchasers, assignees, or transferees controlled by, controlling, or"b0*((+"  Y-under common control with, the seller, assignor, or transferor.f Yy<ԍ #Xw PE37=XP#47 U.S.C. 537(c).f The Commission has  Y-interpreted the exemptions to apply to changes of control that are the result of tax exempt transactions, involuntary transfers and transfers involving municipally owned cable systems,  Y-and pro forma transfers or assignments.y Y<ԍ #Xw PE37=XP#See Report and Order, 8 FCC Rcd at 683739.  5. WKC states that on September 19, 1994, it entered into a merger agreement whereby WT Acquisition Merger Corporation will be merged with and into WKC. WKC will be the  Ya-surviving entity and will be a subsidiary of WT Acquisition Corporation ("WTA"). The parties have filed all relevant FCC applications for transfer of control of business radio and CARS licenses, and have received all appropriate franchising authority transfer approvals. According to WKC, the merger agreement requires consummation of the transaction by April  Y -15, 1995. ~  , Y<ԍ #Xw PE37=XP#WKC has filed an application for a "tax certificate" which, if granted, would result in the transaction being tax free and hence exempt from the three year holding period. In order to close the transaction and in the absence of a decision on the tax certificate, the captioned waiver has been filed.~ 6. The merger involves 30,513 subscribers and 17 headends. WKC is concerned with three headends located in Fairgrove, Seneca, and Noel, Missouri, each of which serves fewer than 1,000 subscribers and the three headends in Maryville, Boonville, and Neosho, Missouri each of which have more than 1,000 subscribers and have been held for less than three years. The subscriber total for the latter three systems is 9,119 subscribers or 29.89% of the subscribers involved in the merger. Petitioner notes that the Maryville system, with 4,157 subscribers, is due to reach its three year holding period in May 1995, just after the proposed consummation date. WKC asks the Commission to waive the antitrafficking rule for those systems with fewer than 1,000 subscribers under the blanket exemption for small systems. As for the Maryville, Boonville, and Neosho systems, the operator requests that the Commission waive the rule because over twothirds of the remaining MSO's subscribers have been held by WKC for over three years. Alternatively, WKC asks that the Commission apply its waiver standard liberally in case the "blanket waiver" small systems are included in the lessthanthreeyear subscriber count. 7. We will grant a waiver for the three systems serving fewer than 1,000 subscribers, pursuant to 47 C.F.R. 502(g)(2). We will also grant WKC's waiver request with respect to the three cable systems in Maryville, Boonville and Neosho. In ascertaining the subscriber count, we believe it is appropriate to include systems with fewer than 1,000 subscribers in the calculation of what percentage of total subscribers has been held for over three years. Applying this standard reveals that over twothirds of the relevant subscribers have been held for over three years. We also note that the Maryville system will reach its threeyear" 0*(( " holding threshold just after the proposed merger consummation. Finally, consistent with our waiver policy, each of the franchising authorities has consented to the transaction. Based on the totality of the circumstances presented in WKC's waiver request, we find that grant of the subject petition would be consistent with the obligations under Section 617(d), and that such a waiver is in the public interest. 8. In view of the above, IT IS ORDERED that, the request for waiver of 47 C.F.R. 76.502(a) IS GRANTED. 9. This action is taken by the Chief, Cable Services Bureau pursuant to authority delegated by Section 0.321 of the Commission's rules. x` `  hh@ x` `  hhFEDERAL COMMUNICATIONS COMMISSION x` `  hhMeredith J. Jones x` `  hhChief, Cable Services Bureau