WPCr 2MBERKZ3|X X-#XP\  P6Q9XP#"i~'^5>I\\>>>\g0>03\\\\\\\\\\33gggQyyrg>Frgygrr>3>T\>Q\Q\Q>\\33\3\\\\>F3\\\\QX%Xc>0cT>>>0>>>>>>>>\3QQQQQwyQrQrQrQrQ>3>3>3>3\\\\\\\\\\Q\Z\\\g\QQQyQyQycyQtrQrQrQrQ\\\c\c\>3>\>>>\gcc\r3rIr>r>r3\l\\\\y>y>y>gFgFgFgcrMr3rT\\\\\\crQrQrQ\r>\gFr>\t0\\=!=WxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNBnnBT\>Q\\\\\3;\7;\7>>QQ\??n\\pBnnBmgg>Q\7"yyyy\njc\gnn\HP4M (PCL) (Additional); Local PrintHL4MPCAD.PRS&a\  P6G;\"\&P2gEKX X-#XP\  P6Q9XP#"i~'^:DPddDDDdp4D48dddddddddd88pppX|pDL|pp||D8D\dDXdXdXDdd88d8ddddDL8ddddX`(`lD4l\DDD4DDDDDDDDd8XXXXXX|X|X|X|XD8D8D8D8ddddddddddXdbdddpdXXXXXlX~|X|X|X|XdddldldD8DdDDDdplld|8|P|D|D|8dvddddDDDpLpLpLpl|T|8|\ddddddl|X|X|Xd|DdpL|Dd~4ddC$CWxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNHxxH\dDXddddd8@d<@d<DDXXdDDxddzHxxHvppDXd<"dxtldpxxd2a=5,:&a\  P6G;&P7jC:,9Xj\  P6G;XPIS\(T.2R]G>}?2 K< Z0 3|X"i~'^09CSS999S]+9+/SSSSSSSSSS//]]]Ixnnxg]xx9?xgxx]xn]gxxxxg9/9MS9ISISI9SS//S/SSSS9?/SSxSSIP!PZ9+ZM999+99999999S/xIxIxIxIxIlnIgIgIgIgI9/9/9/9/xSxSxSxSxSxSxSxSxSxSxIxSxRxSxSxS]SxIxIxInInInZnIxigIgIgIgIxSxSxSxZxSxZxS9/9S999Su]ZZxSg/gCg9g9g/xSbxSxSxSxSxn9n9n9]?]?]?]ZgFg/gMxSxSxSxSxSxSxxZgIgIgIxSg9xS]?g9xSi+SS88WuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN/70v:1:2<toc 6toc 6/` hp x (#44` hp x (#toc 7toc 70 toc 8toc 81` hp x (#44` hp x (#toc 9toc 92` hp x (#44` hp x (#2F3>4A5.C6LEindex 1index 13` hp x (#4 4 ` hp x (#index 2index 24` hp x (#4 4 ` hp x (#toatoa5` hp x (#` hp x (#captioncaption6;1#XP\  P6QXP##C\  P6QP#2H7BF8F9G:lHH_Equation Caption_Equation Caption711#XP\  P6QXP##C\  P6QP#endnote referenceendnote reference844#XP\  P6QXP##C\  P6QP#footnote referencefootnote reference94#XP\  P6QXP#Document 8Document 8: 2J;xH<l^I=lI>l6JDocument 4Document 4;  Document 6Document 6< Document 5Document 5= Document 2Document 2> 2O?lJ@@KA^MBl|ODocument 7Document 7? Right Par 1Right Par 1@` hp x (#X` hp x (#X` hp x (#` hp x (#Right Par 2Right Par 2A` hp x (#X` hp x (#0X` hp x (#0` hp x (#Document 3Document 3B 2XCPD8REVTFtVRight Par 3Right Par 3C` hp x (#X` P hp x (#X` P hp x (#` hp x (#Right Par 4Right Par 4D` hp x (#X` hp x (#0X` hp x (#0` hp x (#Right Par 5Right Par 5E` hp x (#X` hp x (#X` hp x (#` hp x (#Right Par 6Right Par 6F` hp x (#X` hp x (#0X` hp x (#0` hp x (#2LaGXHZI(]J$(_Right Par 7Right Par 7G` hp x (#X` hp x (#X` hp x (#` hp x (#Right Par 8Right Par 8H` hp x (#X` hp x (#0X` hp x (#0` hp x (#Document 1Document 1I` hp x (#X` hp x (#X` hp x (#` hp x (#Technical 5Technical 5J` hp x (#X` hp x (# X` hp x (#` hp x (#2fK$~aLlcMldN$zdTechnical 6Technical 6K` hp x (#X` hp x (# X` hp x (#` hp x (#Technical 2Technical 2L Technical 3Technical 3M Technical 4Technical 4N` hp x (#X` hp x (# X` hp x (#` hp x (#2:xOlfP$_' =('87=F7*'Ç.7=.E|.   2*Ç.7=G@6FDocument Style=('87=FG*'Ç.7=.E}56` ` ` 3*Ç.7=H@6FDocument Style=('87=FH*'Ç.7=.E~7 8 . 2eCe p4*Ç.7=I@6FDocument Style=('87=FI*'Ç.7=.E 9: 5*Ç.7=J@6FDocument Style=('87=FJ*'Ç.7=.E ;< 6*Ç.7=K@6FDocument Style=('87=FK*'Ç.7=.E*=>   7*Ç.7=L@6FDocument Style=('87=FL*'Ç.7=.E?@` ` ` 2BԨo8*Ç.7=M@6FRight-Aligned Paragraph Numbers*'Ç.7=.E8AB@   9*Ç.7=N@6FRight-Aligned Paragraph Numbers*'Ç.7=.EACD@` `  ` ` ` 10Ç.7=O@6FDocument Style=('87=FO*'Ç.7=.E0E F    11Ç.7=P@6FRight-Aligned Paragraph Numbers*'Ç.7=.EJGH` ` @  ` `  2ĭڪ=12Ç.7=Q@6FRight-Aligned Paragraph Numbers*'Ç.7=.ESIJ` `  @  13Ç.7=R@6FRight-Aligned Paragraph Numbers*'Ç.7=.E\KL` `  @hh# hhh 14Ç.7=S@6FRight-Aligned Paragraph Numbers*'Ç.7=.EeMN` `  hh#@( hh# 15Ç.7=T@6FRight-Aligned Paragraph Numbers*'Ç.7=.EnOP` `  hh#(@- ( 2Ǯ16Ç.7=U@6FRight-Aligned Paragraph Numbers*'Ç.7=.EwQR` `  hh#(-@pp2 -ppp 17Ç.7=V@6FDocument Style=('87=FV*'Ç.7=.EFST *  ׃  18Ç.7=W@6FTechnical Document Style7=FW*'Ç.7=.E&UV  . 19Ç.7=X@6FTechnical Document Style7=FX*'Ç.7=.E&WX  . 22Y20Ç.7=Y@6FTechnical Document Style7=FY*'Ç.7=.E*YZ    21Ç.7=Z@6FTechnical Document Style7=FZ*'Ç.7=.E'[\   22Ç.7=[@6FTechnical Document Style7=F[*'Ç.7=.E&]^   23Ç.7=\@6FTechnical Document Style7=F\*'Ç.7=.E4_$`     2յdn24Ç.7=]@6FTechnical Document Style7=F]*'Ç.7=.E&ab  . 25Ç.7=^@6FTechnical Document Style7=F^*'Ç.7=.E&cd  . Format Downl@6FFormat Downloaded Document=Fc*'Ç.7=.EUgh XX    X\ #d6X@7@#Word222Null@6FWord222Null_' =('87=Fp*'Ç.7=.E1{1|#/x PX##/x PX#2nP߻Normal7=r@6FNormal>_' =('87=Fr*'Ç.7=.E1}1~#Xj\  PG;XP##/x PX#HEADING 7t@6FJ>_' =('87=Ft*'Ç.7=.E0p Zwp x (#DDDDDD#&n P&P# 4 hp x (##&n P&P# HEADING 6v@6Ff>_' =('87=Fv*'Ç.7=.E0p Zwp x (#DDDDDD#&n P&P# 4 hp x (##&n P&P# HEADING 5w@6F>_' =('87=Fw*'Ç.7=.E0p Zwp x (#DDDDDD#&n P&P# 4 hp x (##&n P&P# 2/w@HEADING 4x@6F>_' =('87=Fx*'Ç.7=.E0 Zwp x (#rr#&n P&P# 4 hp x (##&n P&P# NORMAL INDEN@6F>_' =('87=Fy*'Ç.7=.E'4 <DL!T$#&n P&P##&n P&P#enumlev1=z@6F>_' =('87=Fz*'Ç.7=.E$p  N hp x (#aa#&n P&P#4` hp x (##&n P &P#footnote ref@6Ffootnote reference'87=F{*'Ç.7=.ER#V\  P!UP#2ppage number@6Fpage number_' =('87=F~*'Ç.7=.E226Ç.7=@6Ffootnote text =('87=F*'Ç.7=.E>4??USlist.7=@6Flist >_' =('87=F*'Ç.7=.E>??endnote refe@6Fendnote reference'87=F*'Ç.7=.ERR#Xj\  P"G;XP##c P#7P#24*vline number@6Fline number_' =('87=F*'Ç.7=.EOO#Xj\  P$G;XP##c P%7P#Highlight@6FMiddle Article Highlight7=F*'Ç.7=.E''#G }&Y##\9> (P'YP#Headline=@6FHeadline for newsletter87=F*'Ç.7=.E''#> }(Y##\9> (P)YP#2nd line Hea@6F2nd line headline'87=F*'Ç.7=.E''#b> }*Y##\9> (P+YP#2RNRGraphics hea@6FHeadlines for graphics87=F*'Ç.7=.E** #o> P},YP##\9> (P-YP# Graphics bod@6Fchart data _' =('87=F*'Ç.7=.E** #Alo> P}.YXP##\9> (P/YP# Article head@6FHeadline for new article7=F*'Ç.7=.E*'#r"z0C# #\9> (P1YP# endnote text@6Fendnote text' =('87=F*'Ç.7=.EYO#X}xP27XP##I2P3QP#2F|p.27Ç.7=@6FDefault Paragraph Font87=F*'Ç.7=.Eww#X}xP87XP##&sxP97&P#HEADING 9@6F >_' =('87=F*'Ç.7=.E'34 <DL!T$#c P:7P##c P;7P#HEADING 8@6F >_' =('87=F*'Ç.7=.E'34 <DL!T$#c P<7P##c P=7P#28Ç.7=@6FDocument Style=('87=F*'Ç.7=.E` ` ` 2qeAe 29Ç.7=@6FDocument Style=('87=F*'Ç.7=.E  . 30Ç.7=@6FDocument Style=('87=F*'Ç.7=.E  31Ç.7=@6FDocument Style=('87=F*'Ç.7=.E  32Ç.7=@6FDocument Style=('87=F*'Ç.7=.E*   2p@m33Ç.7=@6FDocument Style=('87=F*'Ç.7=.E` ` ` 34Ç.7=@6FRight-Aligned Paragraph Numbers*'Ç.7=.E8@   35Ç.7=@6FRight-Aligned Paragraph Numbers*'Ç.7=.EA@` `  ` ` ` 36Ç.7=@6FDocument Style=('87=F*'Ç.7=.E0    24;37Ç.7=@6FRight-Aligned Paragraph Numbers*'Ç.7=.EJ` ` @  ` `  38Ç.7=@6FRight-Aligned Paragraph Numbers*'Ç.7=.ES` `  @  39Ç.7=@6FRight-Aligned Paragraph Numbers*'Ç.7=.E\` `  @hh# hhh 40Ç.7=@6FRight-Aligned Paragraph Numbers*'Ç.7=.Ee` `  hh#@( hh# 2,41Ç.7=@6FRight-Aligned Paragraph Numbers*'Ç.7=.En` `  hh#(@- ( 42Ç.7=@6FRight-Aligned Paragraph Numbers*'Ç.7=.Ew` `  hh#(-@pp2 -ppp 43Ç.7=@6FDocument Style=('87=F*'Ç.7=.EF *  ׃  44Ç.7=@6FTechnical Document Style7=F*'Ç.7=.E&  . 26W45Ç.7=@6FTechnical Document Style7=F*'Ç.7=.E&  . 46Ç.7=@6FTechnical Document Style7=F*'Ç.7=.E*    47Ç.7=@6FTechnical Document Style7=F*'Ç.7=.E'   48Ç.7=@6FTechnical Document Style7=F*'Ç.7=.E&   2bl49Ç.7=@6FTechnical Document Style7=F*'Ç.7=.E4$     50Ç.7=@6FTechnical Document Style7=F*'Ç.7=.E&  . 51Ç.7=@6FTechnical Document Style7=F*'Ç.7=.E&  . 52Ç.7=@6F: >_' =('87=F*'Ç.7=.E'4 <DL!T$#&n P>&P##&n P?&P#28N53Ç.7=@6Ffootnote reference'87=F*'Ç.7=.E>#V\  P@UP#54Ç.7=@6FDefault Paragraph Font87=F*'Ç.7=.E55Ç.7=@6Ffootnote text =('87=F*'Ç.7=.E* ??US56Ç.7=@6Fendnote reference'87=F*'Ç.7=.E>>#Xj\  PAG;XP##B\  PBUP#2d-(U57Ç.7=@6F_Equation Caption'87=F*'Ç.7=.E;;#XX2PCQXP##I2PDQP#HIGHLIGHT 1@6FItalics and Bold('87=F*'Ç.7=.E DRAFT ON=@6FHeader A Text = DRAFT and Date*'Ç.7=.E X 8#x6X@E7X@#`] (#EDRAFTă `;(#@D3 1, 4D  ӷDRAFT OFF@6FTurn Draft Style off87=F*'Ç.7=.ED      2c#cccLLETTER LAND@6FLetter Landscape - 11 x 8.5F*'Ç.7=.E    '3   LEGAL LAND@6FLegal Landscape - 14 x 8.5=F*'Ç.7=.E   'A   LETTER PORT@6FLetter Portrait - 8.5 x 11=F*'Ç.7=.E  3'   LEGAL PORT@6FLegal Portrait - 8.5 x 147=F*'Ç.7=.E  A'   2nOdj4TITLE7=@6FTitle of a Document87=F*'Ç.7=.E* ăBLOCK QUOTE@6FSmall, single-spaced, indented*'Ç.7=.E HIGHLIGHT 2@6FLarge and Bold=('87=F*'Ç.7=.E HIGHLIGHT 3@6FLarge, Italicized and Underscored*'Ç.7=.E  2IS<LETTERHEAD@6FLetterhead - date/margins7=F*'Ç.7=.E!  X  3'   * 3' Ѓ   INVOICE FEE@6FFee Amount for Math InvoiceF*'Ç.7=.E F, $0  MEMORANDUM@6FMemo Page Format('87=F*'Ç.7=.Eٹ   * M E M O R A N D U M ă y<N dddy INVOICE EXP@6FExpense Subtotals for Math Invoice*'Ç.7=.E!" ,p, $02<W[[3INVOICE TOT@6FTotals Invoice for Math Macro*'Ç.7=.E#$ p,p, $0INVOICE HEAD@6FHeading Portion of Math Invoice*'Ç.7=.E%&   p,X 9 I. A. 1. a.(1)(a) i) a)#x6X@F7X@# XX  *$HHީ  ӧ   XX  I. A. 1. a.(1)(a) i) a)Ҳ#x6X@G7X@# XX  *$HHީSMALL7=@6FSmall Typestyle=('87=F*'Ç.7=.E'(FINE.7=@6FFine Typestyle=('87=F*'Ç.7=.E)*2W[[[vLARGE7=@6FLarge Typestyle=('87=F*'Ç.7=.E+,EXTRA LARGE@6FExtra Large Typestyle87=F*'Ç.7=.E-.VERY LARGE@6FVery Large Typestyle87=F*'Ç.7=.E/0ENVELOPE=@6FStandard Business Envelope with Header'Ç.7=.E.12 V,  X  , 8 I. A. 1. a.(1)(a) i) a)#x6X@H7X@#    `   24/ sStyle 14=@6FSwiss 8 Pt Without Margins=F*'Ç.7=.E'3'4#Co> PIQP##)a [ PJQ)P#Style 12=@6FDutch Italics 11.5'87=F*'Ç.7=.E'5'6#)^ `> XiKQ)X##)a [ PLQ)P#Style 11=@6FInitial Codes for Advanced II*'Ç.7=.E 78#)a [ PMQ)P# dn  #  [ b, oT9 ! I. A. 1. a.(1)(a) i) a)#)a [ PNQ)P# ## b, oT9 !#)^ `> XiOQ)X#`e%(Advanced Legal WordPerfect II Learning Guide   x I. A. 1. a.(1)(a) i) a)#)a [ PPQ)P# ## b, oT9 !#)^ `> XiQQ)X#Advanced Legal WordPerfect II Learning Guide   xw I. A. 1. a.(1)(a) i) a)#)a [ PRQ)P# ## b, oT9 !#)^ `> XiSQ)X#   Copyright  Portola Systems, Inc. 1987, 1988`e%APage  w#)a [ PTQ)P# ## b, oT9 !#)^ `> XiUQ)X#   Page ``e%)Copyright  Portola Systems, Inc. 1987, 1988 Style 37=@6FDutch Roman 11.5 with Margins/Tabs*'Ç.7=.E9:#)a [ PVQ)P# n  ## b, oT9 !2fStyle 47=@6FSwiss 8 Point with Margins=F*'Ç.7=.EG;<#Co> PWQP# dd  #  Style 17=@6FDutch Roman 11.5 Font87=F*'Ç.7=.E7=>#)a [ PXQ)P# dn Style 27=@6FDutch Italic 11.5'87=F*'Ç.7=.E'?@#)^ `> XiYQ)X#Style 57=@6FDutch Bold 18 Point87=F*'Ç.7=.E'A'B#T~> pZQTp##)a [ P[Q)P#2, 7 Style 77=@6FSwiss 11.5>_' =('87=F*'Ç.7=.E'C'D#)ao> P\Q)P##)a [ P]Q)P#Style 67=@6FDutch Roman 14 Point87=F*'Ç.7=.E'E'F#w [ P^QP##)a [ P_Q)P#Style 10=@6FInitial Codes for Advanced=F*'Ç.7=.EV GH#)a [ P`Q)P# dn   #  [ b, oT9 ! I. A. 1. a.(1)(a) i) a)#)a [ PaQ)P# ## b, oT9 !#)^ `> XibQ)X#`e%)Advanced Legal WordPerfect Learning Guide   u I. A. 1. a.(1)(a) i) a)#)a [ PcQ)P# ## b, oT9 !#)^ `> XidQ)X#Advanced Legal WordPerfect Learning Guide   u I. A. 1. a.(1)(a) i) a)#)a [ PeQ)P# ## b, oT9 !#)^ `> XifQ)X#   Copyright  Portola Systems, Inc. 1987, 1988`e%APage   I. A. 1. a.(1)(a) i) a)#)a [ PgQ)P# ## b, oT9 !#)^ `> XihQ)X#   Page ``e%)Copyright  Portola Systems, Inc. 1987, 1988 Style 87=@6FInitial Codes for BeginningF*'Ç.7=.EV IJ#)a [ PiQ)P# dn  ## b, oT9  [  I. A. 1. a.(1)(a) i) a)#)a [ PjQ)P# ## b, oT9 2P , q8 DOStyle 97=@6FInitial Codes for Intermediate*'Ç.7=.ET KL#)a [ PrQ)P# dn  ## b, oT9 Њ [  I. A. 1. a.(1)(a) i) a)#)a [ PsQ)P# ## b, oT9 #)^ `> XitQ)X#`e%'Intermediate Legal WordPerfect Learning Guide   z I. A. 1. a.(1)(a) i) a)#)a [ PuQ)P# ## b, oT9 #)^ `> XivQ)X#Intermediate Legal WordPerfect Learning Guide   z I. A. 1. a.(1)(a) i) a)#)a [ PwQ)P# ## b, oT9 #)^ `> XixQ)X#   Copyright  Portola Systems, Inc.`e%APage   I. A. 1. a.(1)(a) i) a)Update7=@6FInitial Codes for Update Module*'Ç.7=.Ee MN#)a [ P{Q)P# dn  ##  [ b, oT9 ! I. A. 1. a.(1)(a) i) a)#)a [ P|Q)P# ## b, oT9 !#)^ `> Xi}Q)X#`Ye%%Legal WordPerfect 5.0 Update Class Learning Guide   } I. A. 1. a.(1)(a) i) a)#)a [ P~Q)P# ## b, oT9 !#)^ `> XiQ)X#Legal WordPerfect 5.0 Update Class Learning Guide   }58Ç.7=@6FFormat Downloaded Document=F*'Ç.7=.EUOP XX    #\ #d6X@7@#2RdPQqQqRBld/Und7=@6FBold and Underline Text87=F*'Ç.7=.EQR  a1Agenda.E+'*Ç.Agenda Items=('87=FGD!*'7=*'%STD*  a2Agenda.E+'*Ç.Agenda Items=('87=FGD!*'7=*'UVa3Agenda.E+'*Ç.Agenda Items=('87=FGD!*'7=*'WX2vTqRq#SqSqTa4Agenda.E+'*Ç.Agenda Items=('87=FGD!*'7=*'YZa5Agenda.E+'*Ç.Agenda Items=('87=FGD!*'7=*'[\a6Agenda.E+'*Ç.Agenda Items=('87=FGD!*'7=*']^a7Agenda.E+'*Ç.Agenda Items=('87=FGD!*'7=*'_`2VqTUUFVa8Agenda.E+'*Ç.Agenda Items=('87=FGD!*'7=*'aba159.E+'*Ç.Right-Aligned Paragraph Numbers'87=F*'8st@   a259.E+'*Ç.Right-Aligned Paragraph Numbers'87=F*'Auv@` `  ` ` ` a359.E+'*Ç.Right-Aligned Paragraph Numbers'87=F*'Jwx` ` @  ` `  2H`KWKgYK[K]"i~'^5>I\\>>>\g0>03\\\\\\\\\\33gggQyyrg>Frgygrr>3>T\>Q\Q\Q>\\33\3\\\\>F3\\\\QX%Xc>0cT>>>0>>>>>>>>\3QQQQQwyQrQrQrQrQ>3>3>3>3\\\\\\\\\\Q\Z\\\g\QQQyQyQycyQtrQrQrQrQ\\\c\c\>3>\>>>\gcc\r3rIr>r>r3\l\\\\y>y>y>gFgFgFgcrMr3rT\\\\\\crQrQrQ\r>\gFr>\t0\\=!=WxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNBnnBT\>Q\\\\\3;\7;\7>>QQ\??n\\pBnnBmgg>Q\7"yyyy\njc\gnn\"i~'^5>g\\>>>\g0>03\\\\\\\\\\>>ggg\yyrF\yrgyy>3>j\>\gQgQ>\g3>g3g\ggQF>g\\\QI(I_>0_j>>>0>>>>>>\>g3\\\\\QyQyQyQyQD3D3D3D3g\\\\gggg\\g\\\\pg\\\QQ_QyQyQyQyQ\\\_\gjF3FgF>Fgg__gy3ySy>yIy3ggg\\QQQgFgFgFg_y^y>yjgggggg_yQyQyQgy>ggFy>\0\\=2=WxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNBnnBa\>\\\\\\7>\7>\7>>\\\??n\\pBnnBsgg>\\7"yyyy\nlc\gnn\"i~'^'-5CCph---CK#-#%CCCCCCCCCC%%KKK;{`XX`SK``-3`Su``K`XKS``}``S-%-=C-;C;C;-CC%%C%hCCCC-3%CC`CC;@@H-#H=---#--------C%`;`;`;`;`;uWX;S;S;S;S;-%-%-%-%`C`C`C`C`C`C`C`C`C`C`;`C`A`C`C`CKC`;`;`;X;X;XHX;`TS;S;S;S;`C`C`C`H`C`H`C-%-C---C]KHH`CS%S5S-S-S%`CO`C`C`C`Cu`X-X-X-K3K3K3KHS8S%S=`C`C`C`C`C`C}``HS;S;S;`CS-`CK3S-`CT#CC,,W]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]]xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN0PP0=C-;CCCCC%+eeC(+eeCe(--;;C..PCCQe0PP0OooKK-;Cp("XXXXee{CePMHCKPPC"i~'^09]SS999S]+9+/SSSSSSSSSS99]]]Sxnxxng?Snxgx]nxxxxn9/9aS9S]I]I9S]/9]/]S]]I?9]SxSSIC%CW9+Wa999+999999S9]/xSxSxSxSxSxxInInInInI>/>/>/>/x]SSSSx]x]x]x]xSxSx]SSxSxSf]xSxSxSxIxIxWxIx{nInInInISSSWS]a?/?]?9?]]WW]n/nKn9nCn/x]xx]x]SSxxIxIxI]?]?]?]WnUn9nax]x]x]x]x]x]xxWnInInIx]n9x]]?n9xSz+SS8-8WuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN%7777777777>>>0eOIIOD>OO%*ODaOO>OI>DOOgOOD%%37%07070%777V7777%*77O77055;%;3%%%%%%%%%%%7O0O0O0O0O0aHI0D0D0D0D0%%%%O7O7O7O7O7O7O7O7O7O7O0O7O6O7O7O7>7O0O0O0I0I0I;I0OED0D0D0D0O7O7O7O;O7O;O7%%7%%%7M>;;O7DD,D%D%DO7AO7O7O7O7aOI%I%I%>*>*>*>;D.DD3O7O7O7O7O7O7gOO;D0D0D0O7D%O7>*D%O7E77%%WMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN(BB(37%07777j7#TT7!#TT7T!%%007n&&Bn77lCTn(nBB(A\\>>n%07\n!"IIIITTenn7TnB@;7>lBBn7"i~'^"(22TN"""28"2222222222888,\HBBH>8HH"&H>XHH8HB8>HH^HH>"".2",2,2,"222N2222"&22H22,006"6."""""""""""2H,H,H,H,H,XAB,>,>,>,>,""""H2H2H2H2H2H2H2H2H2H2H,H2H1H2H2H282H,H,H,B,B,B6B,H?>,>,>,>,H2H2H2H6H2H6H2""2"""2F866H2>>(>">">H2;H2H2H2H2XHB"B"B"8&8&8&86>*>>.H2H2H2H2H2H2^HH6>,>,>,H2>"H28&>"H2?22!!WFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN$<<$.2",2222`2 LL2 LL2L"",,2d""M\\>>>\}0>03\\\\\\\\\\>>}}}\rryrr>Qygyrr\grrggF3FM\>\\Q\Q3\\33Q3\\\\FF3\QyQQFI3Ic>0cM>>>0>>>>>>\>\3r\r\r\r\r\yyQrQrQrQrQ>3>3>3>3y\\\\\\\\\gQr\\\\gQ\r\r\r\r\yQyQycyQnrQrQrQrQ\\\c\c\>3>\>>>\\ccyQg3gBg>g;g3y\jy\y\\\yrFrFrF\F\F\FccgBg3gM\\\\\\ygcgFgFgF\g>y\\Fg>g\n0\\=(=WddddddddddddddddddddddddddddddddddddddddNBnnB_\F\\\\\\3;\7;\7>>gg\??n\\pBnnBb\\>g\7"yyyy\njc\}nn\"i~'^09FSS999Sq+9+/SSSSSSSSSS99qqqSggnxggxx9In]nxgxgS]xgg]]?/?FS9SSISI/SS//I/xSSSS??/SInII?C/CZ9+ZF999+999999S9S/gSgSgSgSgSnnIgIgIgIgI9/9/9/9/nSxSxSxSxSxSxSxSxS]IgSxSxSxS]IxSgSgSgSgSnInInZnIxdgIgIgIgIxSxSxSxZxSxZxS9/9S999SSZZnI]/]<]9]5]/nSanSnSxSxSng?g?g?S?S?S?ZZ]<]/]FxSxSxSxSxSxSn]Z]?]?]?xS]9nSS?]9]Sd+SS8%8WuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuddddddddddddddddddddddddddddddddddddddddNPetition were filed by a number of local franchising authorities ("LFAs") that regulate the Minnesota  S- xsystems.m G yO.%- x-ԍSupporting comments were filed by the Northwest Suburbs Cable Communications Commission ("Northwest  xMSuburbs") (Comments filed Dec. 10, 1997, Letter filed Feb. 4, 1998); the Northern Dakota County Cable  xxCommunications Commission ("Northern Dakota") (Reply filed Dec. 18, 1997); the Lower St. Croix Joint Cable  xCommunications Commission ("Lower St. Croix") (Reply filed Dec. 22, 1997); and the City of Hilltop, Minnesota"',(('" and its City Council (Reply filed Dec. 19, 1997). m Several other affected LFAs also filed comments that, while not taking a specific position in"X,((88"  xLfavor or against the Petition, provided additional information and urged the Bureau to act promptly with  S- x.respect to this request.X yO- xԍThese commenters include the Ramsey/Washington Counties Suburban Cable Communications Commission  x("Ramsey/Washington") (Reply filed Dec. 19, 1997); Quad Cities Cable Communications Commission ("Quad  xLCities") (Reply filed Dec. 19, 1997); the cities of Burnsville and Eagan, Minnesota and the Burnsville/Eagan  xTelecommunications Commission ("Burnsville") (Reply filed Dec. 16, 1997); and the North Suburban Cable  xCommunications Commission and South Washington Country Cable Communications Commission ("Northern Suburban") (Comments filed Dec. 10, 1997; Reply filed Dec. 19, 1997).  CCTC Holdings, Inc. ("Charter"), an affiliate of Charter Communications, Inc.,  S- x]which has contracted with US WEST to purchase the Minnesota systems, opposes the Petition. {O - xiԍSee Opposition to Request for Further Extension of Special Relief, and Request for Expedited Denial filed by CCTC Holdings, Inc. ("Opposition") (Dec. 10, 1997).  xOppositions were also filed by the Minnesota's Department of Public Service ("DPS"), the Consumer  xFederation of America ("CFA"), and the Consumer Project on Technology ("CPT"). In response, US  S8- xWEST filed a consolidated reply.m8*  {O-ԍSee US WEST Inc., Consolidated Reply ("Reply") (Dec. 22, 1997).m The National Telecommunications and Information Administration  x("NTIA") made an ex parte filing recommending denial of the Petition and US WEST responded to that  S-filing.  yOD- x;ԍLetter from Larry Irving, Assistant Secretary for Communications and Information, Department of Commerce to William Kennard (Jan. 27, 1998) ("NTIA Letter").  S-  x3. As discussed herein, we grant US WEST's Petition to allow US WEST to complete a corporate  x[restructuring that satisfies the goals of Section 652 of the Communications Act of 1934, as amended (the  x="Communications Act"), and the Commission's implementing rules at Section 76.505 (jointly referred to  xas the "buyout restrictions"). Our decision is premised on US WEST's representation that its restructuring  xMplan will become effective no later than July 31, 1998, and will result in ownership of the Minnesota  xsystems by an entity having no affiliation with US WEST's local exchange operations, thereby allowing the policies behind the buyout restrictions to be fulfilled. x` `  S0- II. BACKGROUND  S-  Cx4. Section 652 reflects amendments to the Communications Act made by the 1996  S- xTelecommunications Act ("1996 Act").  yOl!- xiԍTelecommunications Act of 1996, Pub. L. No. 104104,  302, 110 Stat. 56, approved Feb. 8, 1996 ("1996 Act"). The 1996 Act directs that advanced telecommunications services  xbe achieved through robust competition rather than through regulatory oversight, including competition  Sh- xbetween telephone companies and cable systems serving the same communities.A X hl yOt%-ԍThe Conference Report to the 1996 Telecommunications Act characterized the intent of Congress as being:   MXxto provide for a procompetitive, deregulatory national policy framework designed to accelerate rapidly"' ,p(p(''"   Lprivate sector development of advance telecommunications and information technologies and services to all Americans by opening all telecommunications markets to competition . . . .(# S. Rep. 230, 104th Cong. 2d Sess. (1996) at 175.A In implementing the"h ,p(p(88"  xj1996 Act, the Commission has pursued a competitive environment where the market, and not regulation,  x\is the arbiter. Accordingly, Section 652 of the Communications Act prohibits a local exchange carrier  x("LEC") or its affiliate from acquiring a cable company within the LEC's telephone service area, and  xprohibits a cable company or its affiliate from acquiring a LEC within the cable company's franchise  S`- x.area. ` yO - xԍSection 652 of the Communications Act of 1934, as amended, 47 U.S.C.  572. In relevant part, Section 652 provides:   kXx(a) Purchases by Carriers. No local exchange carrier or any affiliate of such carrier owned by, operated   /by, controlled by, or under common control with such carrier may purchase or otherwise acquire directly   or indirectly more than a 10 percent financial interest, or any management interest, in any cable operator providing cable service within the local exchange carrier's telephone service area.(#   Xx(b) Purchase by Cable Operators. No cable operator or affiliate of a cable operator that is owned by,   operated by, controlled by, or under common control with such cable operator may purchase or otherwise   acquire directly or indirectly more than a 10 percent financial interest, or any management interest, in any local exchange carrier providing telephone exchange service within such cable operator's franchise area.(# 47 U.S.C.  572(a) & (b). The Commission adopted corresponding rules at Section 76.505 implementing the statute.H `h {Oh-ԍSee 47 C.F.R.  76.505.H The  xpremise of Section 652 is that if the LEC and the cable operator within its local markets are not owned  x.by one entity and are not affiliated in such a way to constitute one entity, there is a greater likelihood of competition as envisioned by the 1996 Act.  S-  x5. On February 27, 1996, US WEST and Continental Cablevision, Inc. ("Continental") entered  x[into an agreement whereby US WEST acquired all of the outstanding stock of Continental and succeeded  xto all of Continental's cable television interests. The merger conflicted with the buyout restrictions  xbecause US WEST provided local exchange services in several areas where Continental owned cable  S - x[systems. X  yO- x#X\  P6G;P#эContinental wholly owned cable systems serving subscribers in and around Twin Falls, Idaho, St. Paul,  xMinnesota, and Keokuk, Iowa. In addition, Continental had a limited partnership interest in Insight Communications Company, LP, a cable operator with systems in Utah and Arizona. US WEST and Continental filed a Petition for Special Relief with the Commission requesting  xtemporary relief from Section 652 in order to consummate the merger. The Petition sought approval of  xthe merger subject to the subsequent divestiture of inregion systems in Idaho, Iowa, Minnesota, Utah and Arizona. The Petition was put on public notice and various comments were received.  S0-  x6. On October 18, 1996, the Bureau released the MO&O granting US WEST permission to  xacquire and to operate the inregion systems on a limited, temporary basis. We held that the Commission  xhas the authority to allow US WEST a postacquisition period to divest the inregion systems to comply  xwith the buyout restrictions and that the public interest would not be harmed if the relief were granted. " ,p(p(88"  xmWe evaluated the overall impact of the merger on both inregion and outofregion markets and  xdetermined that allowing US WEST temporary ownership of the inregion system would not deter the  x>1996 Act's policy to "promote the deployment of advanced telecommunication services and enhance  S- xLcompetition with respect to such services for a large number of consumers throughout the nation."H {O-ԍMO&O, 11 FCC Rcd at 13280.H We  xordered US WEST to enter into agreements to divest itself of the inregion Continental cable systems in  xIowa, Idaho, and Minnesota by August 15, 1997 and of Continental's inregion Arizona and Utah cable  xinterests by April 1, 1998. US WEST and Continental consummated their merger on November 15, 1996.  S- xUS WEST represents that it has complied with the terms of the MO&O with regard to the interests in  S- xLIowa, Idaho, Arizona and Utah.Z yO - x#X\  P6G;P#э In its Petition, US WEST states that it entered into a definitive agreement to sell its Idaho system to Tele xCommunications, Inc ("TCI"). Petition at 3. The date for a divestiture agreement covering the Iowa system was  {OL - xextended from August 15, 1997 to December 31, 1997.  See In the Matter of US WEST, Inc., 12 FCC Rcd. 11379  xZ(Cable Bur. 1997). Subsequent to that extension, US WEST entered into a definitive agreement with TCI for the divestiture of the Iowa system. In May 1997, US WEST entered into a purchase agreement to sell the  xinregion Minnesota cable systems to Charter. These systems are subject to US WEST's pending petition for special relief.  S" -  x7. On October 25, 1997, the Board of Directors of US WEST voted to separate its cable business,  x>USMG (to be renamed MediaOne Group), from its local exchange business, USWC, by creating two  xindependent, publicly traded companies. US WEST states that following the restructuring, USMG will  xZown and operate all of the cable systems formerly owned by Continental, including the Minnesota systems,  xyas well as USMG's other cable television interests throughout the United States. USWC will continue to  SZ- xown and to operate its telephone, data and PCS wireless operations.<Z  yO-ԍPetition at 6.< US WEST also states that upon  xcompletion of its restructuring, USMG will have no affiliation with US WEST's local exchange  x=operations. US WEST represents that neither the local exchange carrier nor cable service entities nor the  xcurrent US WEST will have any interests in any of the others that would invoke the prohibitions of the buyout restrictions. x  SB- III.xPOSITION OF PARTIES  S-  S-  x8. US WEST filed this Petition on November 14, 1997 seeking an additional divestiture period.  xzUS WEST states its proposed restructuring creates two independent companies that will be potential  S- xcompetitors.7 {O!-ԍId. at 8.7 It represents that the companies will have no common directors, executives or employees,  Sz- xnor will the companies share buildings or other facilities.7z.  {OH$-ԍId. at 6.7 US WEST maintains that the restructuring will  SR- x=eliminate all crossownership concerns.7R  {O&-ԍId. at 2.7 US WEST further states that the requested extension does not  xunduly prolong its ownership of the systems because the Charter transaction, if it proceeds, is unlikely to"*R ,p(p(88"  S- xclose prior to March, 1998. yOh- xԍCharter contends that US WEST was contractually obligated to close on February 19, 1998, but refused to do  x;so. Charter states that on that day it filed suit against US WEST in state court in Missouri for specific performance  {O- xof the purchase agreements. See Letter from Ralph Everett, Counsel to Charter, to Meredith Jones, Chief, Cable  xServices Bureau (dated Feb. 19, 1998). US WEST notes that if the transaction is terminated, a liquidated damages  xprovision in their contract provides that a termination fee of $30,000,000 will be paid by the party responsible for the termination. Petition at 6. Under US WEST's schedule for completing the restructuring of USMG and  xUSWC into separate, independent companies, the required divestiture would be completed by July 31,  S-1998.<B yO -ԍPetition at 9.<  S`-  x9. Charter contends that the Bureau has no authority to grant the waiver under Section 76.7 of  S8- xthe Commission's rules or Section 652(d)(6).8 yO - x#X\  P6G;P#эOpposition at 16. Section 652(d)(6) grants the Commission discretion to permanently waive the buyout restrictions under certain conditions. 47 U.S.C.  572(d). Charter also claims that an extension of the temporary  xNwaiver would frustrate inregion competition between telephone and cable companies contrary to  xCongressional intent; that US WEST's tactics constitute an abuse of the Commission's processes; that the  xkextension for the lengthy and indefinite period sought by US WEST would conflict with Commission  x{precedent; and that the highly conditional nature of US WEST's proposed restructuring makes the  Sp-requested extension particularly illadvised.p*  yO:- xJԍCharter argues the proposed restructuring is speculative due to the requirement to obtain an IRS ruling and LFA approvals. Opposition at 26. x  S -  x 10. Several LFAs support granting the Petition. The Lower St. Croix Joint Cable  xkCommunications Commission ("Lower St. Croix") does not believe that a limited extension will delay  S - xprovision of enhanced services or competitive services.=  yO-ԍLower St. Croix at 1.= The City of Hilltop and the Northwest Suburbs  xCable Communications Commission ("Northwest Suburbs") both state that the public interest will be  xjserved by granting the extension based on the quality of service it has received from MediaOne following  SX- xthe merger.UX yO -ԍCity of Hilltop at 1; Northwest Suburbs at 1.U Other LFAs state that they do not wish to take sides in the dispute between US WEST and  S0- xCharter, but nonetheless urge the Commission to act promptly with respect to the Petition.f0 yOr -ԍRamsey/Washington at 2; Burnsville at 1; Northern Dakota at 1.f The North  xSuburban Cable Communications Commission and South Washington Country Cable Communications  xLCommission (collectively, "Northern Suburban") states that the Commission has no authority to resolve  xa private dispute between US WEST and Charter and, therefore, seeks a prompt response to US WEST's  S- x=request.=2 yOb%-ԍNorth Suburban at 11.= Although the DPS, CFA, and CPT argue that continued ownership of both the local exchange  xcompanies and the cable operations contradict the spirit and letter of the buyout restrictions by thwarting"h,p(p(88"  S- x-emerging competition, they do not articulate how a temporary extension affects those goals.E yOh-ԍDPS at 3; CFA at 2; CPT at 1.E NTIA states  xthat an additional divestiture period is not warranted by the current market conditions, and that US  S-WEST's private interests and not the public interest will be served by granting the extension.X {O- xԍNTIA argues that the conditions that justified suspension of the buyout restrictions in the MO&O do not exist now. NTIA Letter at 3. x IV. DISCUSSION  S-  S-  x 11. In the MO&O, we stated that neither the statute or legislative history of Section 652 restricted  xthe practice, under the special relief provisions contained in Section 76.7 of our rules, of allowing a  S- x]limited period to divest where it is appropriate to meet the exigencies of the marketplace.m {O -#X\  P6G;P#эSee 47 C.F.R.  76.7.m After  xyreviewing the US WEST and Continental's Petition, we concluded that allowing US WEST to acquire and  xsubsequently to divest certain cable systems of Continental operating in US WEST's telephone service  S" - xareas was consistent with the procompetitive deregulatory national policy framework of the 1996 Act.H" D {O-ԍMO&O, 11 FCC Rcd at 13273.H  xIn this regard, US WEST contends that its request for an additional extension of time to complete a  xcorporate restructuring resulting in two separate entities is merely a request to achieve the objectives of  S -the buyout restrictions.7  yO -ԍPetition at 10.7  SZ-  x 12. Charter contends that the Bureau has no authority under Section 76.7 to grant the requested  S2- xrelief as it did in the MO&O on the premise that this authority is limited strictly to brief periods of  S - xMdelayed enforcement necessary to accommodate the current conditions of the marketplace.:! f  yO-ԍOpposition at 16. : Charter  S- xargues that, unlike the situation surrounding the MO&O, US WEST's request is not dictated by any  x{marketplace exigency because Charter is a willing and able buyer of the cable systems and fire sale  xcircumstances do not exist. Likewise, NTIA maintains that the considerations that warranted granting US  xWEST's first request for relief do not now exist. NTIA states denying US WEST's Petition will not mean  SF-shutting down the Minnesota systems or requiring a hasty sale to a new buyer.9"F  yO -ԍNTIA Letter at 3.9 x  S-  1x 13. We disagree. Our decision in the MO&O was not premised solely on avoiding a fire sale.  xRather, it was based on an overall perspective that the public interest is best served where private parties  x@determine the most efficient strategies to pursue in order to expand the quality and number of  xtelecommunications services offered. We also recognized that such determinations are made in the context  xof complex business transactions and may require flexibility due the numerous factors involved. Providing  xa limited time to divest particular assets in order to comply with the law was consistent with the premise  xbehind Section 652 and the deregulatory nature of the 1996 Act. We determined that the law would not" ",p(p(88"  xbe undermined by an extension because separate ownership of the incumbent LEC and incumbent cable  xjoperator will be fulfilled. We base our review of the present petition on determining whether the request for a limited extension to July 31, 1998 undermines either the law's purpose or the Commission's process.  S`-  x 14. CFA disputes US WEST's representation that its corporate restructuring will create two  S8- x.separate, unaffiliated entities, but provides no support for its assertion.1#8 yO-ԍCFA at 1.1 Without analysis that at least  xdraws into question US WEST's representations, we are unwilling to conclude that US WEST's  x characterization of its restructuring is not to be believed. Indeed, no party presents any information challenging US WEST's representation. x  Sp-  Ԋx15. We disagree with Charter that granting US WEST's requested extension is outside the scope  xjof Commission precedent. If granted, US WEST's current request would provide up to a total of twenty  S - xmonths to divest. In the MO&O, we noted that parties have been afforded as long as 18 months following  S - xjacquisition to divest cable or other properties subject to crossownership restrictions.N$ X2 {O-ԍMO&O, 11 FCC Rcd at 13277.N The time period  S - x?may vary depending on the circumstances surrounding the request.I% 2 {O\- xԍIn re: NEPSK, Inc., 11 FCC Rcd 4269 (Cable Bur. 1996) (18 month divestiture period to comply with  {O&- xibroadcastcable television crossownership rule); In the Matter of Multimedia, Inc., 11 FCC Rcd 4883 (1995) (12  {O- xmonth divestiture period to comply with broadcastcable television crossownership rule); TimeWarnerUS WEST,  {O- x8 FCC Rcd 7106 (1993) (18 month divestiture period to comply with telcocable crossownership rule).  In re:  {O- xInsight Communications Co., Inc. and Young Broadcasting, Inc., DA 972449 (Cable Bur. rel. Nov. 21, 1997) (15 month divestiture period to comply with broadcastcable television crossownership rule).I Notably, if an initial period  S - xauthorized is not sufficient, the Commission has allowed extensions.& l 2 {O- xԍSee e.g., In re: Insight Communications Co., Inc. and Young Broadcasting, Inc., DA 972449 (rel. Nov. 21, 1997). No party has submitted any  x=information of bad faith on US WEST's behalf when it entered into its purchase agreement with Charter.  xIt has sold its Iowa and Idaho cable operations, and its cable interests in Arizona and Utah. Its  xrestructuring involves substantial matters vastly exceeding the assets involved in the Minnesota systems.  x.Given the size of this transaction and the complexity of the merger between US WEST and Continental,  xLallowing additional months for US WEST to complete divestiture following consummation of the merger  xis consistent with Commission precedent. US WEST's current request raises no new crossownership  S-concerns during the divestiture period that have not been already addressed in the MO&O.  SD-  x16. Charter states that US WEST's request must be denied because it has not offered a credible  xpublic interest benefit for the extension. Charter claims that it will provide more benefits as owner of the  x[Minnesota systems as compared to US WEST. It states that US WEST is holding back on an expansion  xzof service offerings, while Charter would expedite introduction of new services. Charter claims it will  xmaintain continuity of experience by maintaining existing management and employees, while US WEST  xhas replaced many of the Continental employees with its own. Charter also asserts that the sale of the  ST- xMinnesota systems to Charter satisfies Congress' buyout restrictions and the MO&O and does it more  xquickly and definitively. NTIA argues that since US WEST once found Charter to be a suitable buyer,". &,p(p(88{"  S- x=allowing more time only serves US WEST's private interests.9'2 yOh-ԍNTIA Letter at 3.9 US WEST responded by highlighting its  S-commitment and capabilities.(X2 yO- xyԍUS WEST maintains that it will maintain continuity of management, and has the financing necessary to complete the ongoing upgrades and to develop advanced services. Reply at 7.  S-  x17. We agree with the arguments advanced by North Suburban that we have no basis to determine  xwhich of these two entities is more likely to retain local management or which entity would provide better  x.service, would upgrade faster, or introduce more enhanced services, nor do we believe it is our role to do  S- xso in this case.C)2 yO` -ԍNorth Suburban Reply at 5. C Indeed, North Suburban notes that both Charter and US WEST have made  xrepresentations, both written and oral, regarding system rebuild, the introduction of services and the  xexpected enhanced performance of the systems, and that the "business plans presented and the  S- x[representations made regarding system rebuild are similar."1*@2 {Ox-ԍId.1 We do not have a basis to determine which  xprovider serves the public interest, nor is such an evaluation necessary or appropriate to grant this  xextension. The law is intended to accelerate private sector development in communications by decreasing  S - xjregulatory oversight and preventing potential competitors from combining.G+ 2 {O-ԍSee 1996 Act at preamble.G Therefore, we only need to  xdetermine whether the buyout restrictions will be complied with. The components of this decision are  xwhether the length of time request is not unreasonable and whether the entities will indeed be separate and  S - xkunaffiliated upon conclusion of the transaction. The MO&O provided a limited time to enable the in xregion systems to be acquired by a party that would not violate the buyout restrictions. As we stated, our  xinquiry is limited to determining whether the extension requested undermines either the law's purposes  xor the Commission's processes. Based on the record and in reliance upon US WEST's representations,  xwe believe allowing US WEST additional time to complete a divestiture will result in a separation of ownership between the incumbent LEC and the incumbent cable operator. x  S-   x18. Charter further claims that an extension of the temporary waiver frustrates inregion  Sj- x<competition between telephone and cable companies contrary to Congressional intent.L,jd 2 yOn-ԍOpposition at 20; See also DPS at 2.L Charter disparages  x=US WEST's record of upgrades to the Minnesota systems. Charter also states that US WEST has failed  x\to make the improvements which would enable the Minnesota systems to compete with US WEST's  S- xtelephone business.9- 2 yO"-ԍOpposition at 22.9 In response, US WEST disputes Charter's assertions and factual characterizations.3. 2 yO$-ԍReply at 9.3  xThe record reflects disagreement with Charter's claim. Various LFA's of the inregion systems support  S- xMUS WEST's request for extension of the divestiture period./2 yOV'-ԍCity of Hilltop at 1; Northwest Suburbs at 1; Lower St. Croix at 1; Northern Dakota at 4. Northwest Suburb states that since the"/,p(p(88"  S- xmerger, MediaOne has continued successful operation of the Northwest System.?02 yOh-ԍNorthwest Suburbs at 1.? The LFA further states  xthat based upon business plans, it has no reason to believe that granting the requested extension will result  S- xin any delay in system upgrade, or the development of enhanced services or competition.11X2 {O-ԍId.1 Likewise,  xjNorthern Dakota supports the extension and states that its system is unique in the Twin Cities area as it  xyis the first system to have been completely rebuilt to 750 MHz capacity and that the system was rebuilt  S8- xfollowing the merger of US WEST and Continental.C282 yO -ԍNorthern Dakota Reply at 2.C In enacting Section 652, Congress told the  x\Commission that we need not determine which of the two competing providers would provide better  xservice. Rather, Congress only asked us to insure that telephone and cable companies not be able to  xlacquire each other's properties in the same region. We also note that as a matter of corporate law,  xfollowing a restructuring of US WEST into two separate companies their boards of directors will have a  Sp- xfiduciary duty to manage their companies in the best interests of their respective shareholders.^3pz2 {O-ԍSee 18B Am. Jur. 2d Corporations 1689.^ In the  x>event the directors fail to so act, they would be liable to their respective public shareholders for their breach of fiduciary duty.  S -  !x19. We further do not believe the record supports Charter's claim that US WEST never intended  S - xto complete the divestiture to Charter.4  2 yOT- x-ԍSee Opposition at 24. In this regard, Charter also claims that US WEST actively undermined the franchise  {O- xtransfer process that is critical to compliance with the MO&O. Charter states that US WEST confused and delayed  x;the franchise transfer process by communicating with LFAs and their consultants prior to scheduled action by those  xLFAs on US WEST/Charter transfer application, informing the LFAs that it intended to retain the inregion systems,  xrather than sell them to Charter. Charter's claims are inconsistent with comments submitted by the LFAs. North  xJSuburban states that US WEST's actions, including the filing of this extension request, have not negatively impacted  xhthe North Suburban's ability to review the proposed divestiture to Charter fully and completely nor have they caused  {O- xwCharter to receive any denials of its request to transfer the affected systems. North Suburban Reply at 910. See also Ramsey/Washington at 1. Neither Charter nor any other commenter has shown that US  xWEST provided any inaccurate information when it submitted its first Petition, or that it thereafter misled  xLthe Commission. Any other arguments of Charter regarding the consummation of its agreement with US WEST is pertinent to Charter's private, not public, claims.  S-  x20. Charter also argues that the Petition should be denied due to the highly conditional nature of  S- xUS WEST's proposal.952 yO8"-ԍOpposition at 26.9 Other commenters similarly raise similar concerns that US WEST's proposed  S- xrestructuring could take longer than anticipated or may not take place at all.6p2 {O$- xԍSee e.g., Northern Suburban Reply at 5 (maintaining financial qualifications of MediaOne are speculative and dependent on numerous factors). Ramsey/Washington  xexpresses concern that an extended delay could affect the cable system serving its area and its technical"h 6,p(p(88"  S- xupgrades.?72 yOh-ԍRamsey/Washington at 2.? Northern Suburban states that if the Bureau grants any extension, it must order an end date  S- x.for complete divestiture.E8X2 yO-ԍNorthern Suburban Reply at 6.E No party offers substantive support to demonstrate that US WEST will not  x-adhere to its representations. US WEST has represented that it will complete divestiture by July 31, 1998.  xIn granting the Petition, we will hold strictly to this deadline. US WEST must effect a separation by July  x31, 1998 and also by then give us proof that the representations as to the directors, executives, employees,  x.buildings, and other facilities have come to pass. By July 31, 1998, US WEST must demonstrate that it  xhas completed its restructuring as it has represented, conveyed the Minnesota systems to a proper party,  xMor independent trustee for immediate sale, or otherwise divested itself of the Minnesota systems in a manner that complies with the law.  Sp-  x21. Northern Suburban presupposes that the extension request could establish unwanted precedent  SH - xallowing anticompetitive buyouts of inregion cable systems by other LECs.?9H 2 yO-ԍNorthern Suburban at 8.? Northern Suburban  xenvisions similar scenarios where a LEC could purchase inregion cable systems and then divest ownership  xto a weaker, less able to compete competitor created by the LEC. The unique facts surrounding the  xMPetition undercut its value as precedent. US WEST acquired the inregion systems as part of a larger  x=transaction with Continental. The Minnesota systems represented fewer than seven percent of the four  xmillion subscribers involved in that transaction. The planned divestiture and restructuring into two entities  xis a reorganization of a $30 billion dollar entity into two publicly traded companies where the directors  x\and officers of each of the companies will be liable to the public shareholders if they do not act in the  xLbest interests of their respective companies, without reference to the other. We do not foresee the kinds  xof abuses described by Northern Suburban and, in any event, we believe the Commission could effectively preclude such abuses. x  Sh-  @x22. Because we are granting relief under our limited authority under Section 76.7 of our rules,  x/we will not address Charter's contention that US WEST's Petition fails as a waiver request under the  S-express waiver provisions of Section 652(d).`:x2 yO0-#X\  P6G;P#эOpposition at 16.` This matter was addressed in the MO&O.;2 {O- xyԍMO&O, 11 FCC Rcd at 13269. In the MO&O, we stated that Section 652(d) is applicable to permanent waivers of the buyout restrictions, not temporary relief.  S-  x23. For the foregoing reasons, we grant US WEST an extension of time to divest the Minnesota  xsystems until July 31, 1998. This further extension will not unduly prolong US WEST's ownership of  xLthe Minnesota systems under its current corporate structure. In the interval, US WEST will continue to  xoperate the inregion systems separately from its LEC facilities. In addition, by July 31, 1998, US WEST  xmust submit proof to the Commission demonstrating completion of the divestiture. Additionally, US  xWEST is required to submit progress reports on May 15 and June 15 indicating the status of its restructuring. x " b ;,p(p(88"Ԍx` `  S- V. ORDERING CLAUSE  S-x24. Accordingly, IT IS ORDERED that the Petition of US WEST, Inc. IS GRANTED. x  S8-  x25. IT IS FURTHER ORDERED that progress reports indicating the status of its corporate restructuring must be filed by US WEST, Inc. on May 15, 1998 and June 15, 1998. x  S-  x26. IT IS FURTHER ORDERED that no later than July 31, 1998, US WEST Inc. must show that  xit is in compliance with Section 652. This may be shown by proof submitted by US WEST Media Group  xL(or the successor to its business) to the Chief of the Cable Services Bureau demonstrating the creation of  xtwo independent, unaffiliated entities, one of which holds the cable business of US WEST, Inc. and one of which holds the local exchange business of US WEST, Inc.  S -  lx27. This action is taken pursuant to delegated authority under Section 0.321 of the Commission's  S -rules.d< 2 yO-#X\  P6G;P#э47 C.F.R.  0.321.d x x` `  hh@FEDERAL COMMUNICATIONS COMMISSION x x x x` `  hh@Meredith J. Jones x` `  hh@Chief, Cable Services Bureau