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Memphis is the 42nd largest Designated Market Area  x("DMA") according to Nielsen, and none of the stations involved are "failed" stations. As a result, Flinn  xgseeks a review of its waiver request under the casebycase standard. In support of its request, Flinn submits a showing that addresses the five casebycase factors.  Sx'ZWaiver Showingă  S*' e 3.` ` Benefits of Joint Operation. Flinn estimates that it would save $115,000 annually from  xthe common ownership of the television station and four radio stations, primarily from consolidating  xengineering and administrative functions for the five stations. Flinn also estimates a savings of $75,000  xover the next five years resulting from a combined use of production, programming, and news gathering  xkfacilities. Flinn states it expects to save approximately $14,000 per year though station crosspromotions,  xtincluding joint public service campaigns and other community events. The total savings from common  xownership, according to Flinn, will enable it to hire additional staff to work in public affairs, community  xDrelations, children's programming, and to better ascertain community needs and develop programming to meet those needs.  S' e 4.` ` Types of Facilities/Other Media Outlets. As noted, Flinn currently owns WHBQ(AM),  xIMemphis, Tennessee, WOWW(AM), Germantown, Tennessee, WFBI(TV), Memphis, Tennessee,  xKXHT(FM), Marion, Arkansas, and proposes to acquire WJOI(FM), Germantown, Tennessee, from Omni"N~,N(N(ZZ"  S' xBroadcasting Company. yOh' x ԍFlinn is currently a 50% general partner in Kaleidoscope Affiliates, applicant for Channel 46 at Gosnell,  xp Arkansas. Gosnell is part of the Memphis DMA. This application is mutually exclusive with several other  {O' x applications for Channel 46, Gosnell, Arkansas and currently subject to a processing freeze. See Public Notice, 9  {O' xg FCC Rcd 1055 (1994), modified, 9 FCC Rcd 6639 (1994), further modified, 10 FCC Rcd 12182 (1995). Any grant  x of the assignment to Kaleidoscope Affiliates would be contingent upon a determination that the grant is consistent with the Commission's television ownership rules and onetoamarket rules.  In describing the types of facilities involved, Flinn states that UHF station  x&WFBI(TV) operates on Channel 50 with an authorized power of 1320 kW and a height above average  xterrain ("HAAT") of 315 meters. WHBQ(AM) is a directional Class B AM station operating on 560 kHz  xQwith reduced power at night (5 kWD, 1 kWN, DA2). WOWW(AM) is also a Class B station operating  Sb' xon 1430 kHz with a 2.5 kw (2.5 kWu, DAN).\bD {OF ' xo ԍFlinn reports WHBQ and WOWW as Class III stations. In Technical Assignment Criteria for the AM Broadcast  {O ' x Service, 6 FCC Rcd 6273 (1991), the Commission reclassified all domestic AM stations. The new classes are A,B,C, and D. Consequently, Flinn's stations WHBQ and WOWW are classified as Class B stations. KXHT(FM) is a Class A station operating on 107.1, with  xan authorized power of 3.0 kW and a HAAT of 328 feet (and with a construction permit to operate with  xIan authorized power of 2.75 kW and a HAAT of 146 meters). WJOI(FM) is a Class A FM station  S'operating on Channel 298A, with an authorized power of 3 kW and a HAAT of 100 meters.h  yO' x* ԍA license application for WJOI(FM) is presently pending (File No. BLH940621KA). WJOI(FM) is operating under Program Test Authority from its authorized transmitter site.  S' e 5.` ` Flinn represents that there are currently four VHF and five UHF television stations serving  xthe Memphis DMA and that WFBI(TV) is one of five independent stations in the market. Flinn also  xrepresents that there are at least seven AM stations in the market with authorizations technically superior  xto WOWW(AM). As to the Class A stations, KXHT(FM) and WJOI(FM), Flinn states there are at least  S 'nine class C FM stations providing technically superior service.  yOZ' x ԍWe note there is an application pending which seeks to upgrade WJOI(FM) to a Class C3 facility (File No. BMPH960930IE).   S ' e 96.` ` Economic Status. Flinn states that it has experienced significant losses over the past  xseveral years, estimating the combined operating losses for the four stations at $220,000 for 1996 alone.  xFlinn attributes these losses to high station operating costs, capital costs incurred in the construction of WFBI(TV) and the modification of KXHT(FM), and low ratings.  S' e 7.` ` Competition and Diversity in the Market. Flinn asserts that the proposed combination  xtwould not create any undue concentration or ownership or control of broadcast media in the Memphis  xQmarket. Flinn provides Fall 1996 Arbitron ratings, in which KXHT(FM) is rated 18th, WHBQ(AM) 22nd,  xtand WOWW(AM) 23rd. WJOI(FM) is not yet rated. Flinn notes that the combined audience share of  xtthe four stations would rank 13th in the market. Flinn asserts that its proposed combination compares  S' xfavorably with the recent acquisition by Clear Channel Radio Licenses, Inc. in the Memphis market. See  S' xS.E. License, G.P., 11 FCC Rcd 16,728 (1996). Flinn states the grant of the onetoamarket waiver in  xthat case resulted in a more powerful market combination of seven radio stations and two TV stations with  xa combined audience share of 35.4 compared to Flinns combined 2.5. In support of the instant waiver  x@request, Flinn maintains that the Memphis market is diverse and competitive, with 27 separate owners  xholding 17 AM station and 17 FM station licenses, and 4 VHF and 5 UHF station licenses. Flinn also"Z,N(N(ZZ"  xnotes that there are a variety of other media available including cable with a 58% penetration rate, VCR's with a 78% penetration rate and 27 weekly publications.  Q'ZjDiscussionă  S8' e 8.` ` Radio Ownership Rules. We first turn to Flinn's compliance with our local ownership  S' xrules. See 47 C.F.R.  73.3555. The principal community contour of WJOI(FM) overlaps some, but not  xall of the principal community contours of Flinn's commonlyowned radio stations licensed to communities  S' xin the Memphis area.Z yO, ' x #C\  P6QP#э We have considered the proposed upgrade of WJOI(FM) to Class C3 facilities. However, based upon our  x independent analysis, we conclude that this proposal does not affect Flinn's compliance with the local radio ownership  {O 'rules. See, e.g., Eads Broadcasting Corporation, 9 FCC Rcd 2859 (1994). A local radio market is defined by the area encompassed by the principal  S' x7community contours of the mutually overlapping stations proposed to be coowned. See Implementation  xof Section 202(a) and 202(b)(1) of the Telecommunications Act of 1996 (Broadcast Radio Ownership),  SN ' x11 FCC Rcd 12,368 (1996). In this case, Flinn's proposed ownership of radio stations constitutes three  xradio markets. The stations in each market are: (1) WHBQ(AM), Memphis, Tennessee, WOWW(AM),  x*Germantown, Tennessee and WJOI(FM), Germantown, Tennessee; (2) WHBQ(AM), WOWW(AM) and  xZKXHT(FM), Marion, Arkansas; and (3) WHBQ(AM) and Channel 241C3, an unbuilt station in Tunica,  S 'Mississippi (File No. BPH941223MA).S D  yO8' x #C\  P6QP#эGeorge S. Flinn, Jr., who holds 100 % of Flinn's voting stock, has a 50 % interest in the Tunica construction  x permit. Although Channel 241C3 is an unbuilt facility, we will include it in our analysis under the radio local  x ownership rules. Principal community contours of nonoperational stations that are commonly owned by a party to  {O' x the transaction are used to define the radio market and to count the number of stations in the market. Implementation  {OZ' x of Section 202(a) and 202(b)(1) of the Telecommunications Act of 1996 (Broadcast Radio Ownership),  11 FCC Rcd  xD at 12,370. However, Flinn's ownership of Channel 241C3 does not implicate the onetoamarket rule because the  xg Grade A contour of WFBI(TV) does not encompass Channel 241C3's entire community of license. Moreover, Channel 241C3's 1 mV/m contour does not encompass WFBI(TV)'s community of license. S  S^' e 9.` ` The local radio ownership rules, as mandated by the Telecommunications Act of 1996,  xrestrict the number of radio stations which may be commonly owned in a local radio market. 47 C.F.R.  x 73.3555(a)(1). Flinn's showing demonstrates that there are at least 42 radio stations in each of these  xthree markets. Our rules provide that in a radio market with between 30 and 44 commercial radio stations,  xa party may own, operate or control up to seven commercial radio stations, not more than four of which  xare in the same service. 47 C.F.R.  73.3555(a)(1)(i). Thus, Flinn's overall ownership of radio stations  xin each of these three markets would not exceed our radio ownership limits. Moreover, our review of  xthe record in this case reveals no other circumstances that would preclude grant of Flinn's acquisition of  xWJOI(FM). Therefore, we conclude that, with respect to local radio ownership, nothing suggests that  S' xFlinn's acquisition of WJOI(FM) would be inconsistent with the public interest. See, e.g., S.E. Licensee  S'G.P., 11 FCC Rcd at 16,732.  S' e #10.` ` OnetoaMarket Waiver. At the outset, we note that the pending television ownership  xproceeding, in which the Commission is considering eliminating or modifying the onetoamarket rule,  S4' xQdoes not preclude consideration of Flinn's request for a permanent onetoamarket waiver. In Review of  S' xthe Commission's Regulations Governing Television Broadcast Ownership in MM Docket Nos. 91221  S' xand 878, FCC 96438 (Nov. 7, 1996) ("Second Further Notice of Proposed Rulemaking"), we stated that" ,N(N(ZZ"  xwaiver requests submitted pending resolution of the proceeding will be considered under the current  S' xcriteria for evaluating such requests. Second Further Notice of Proposed Rulemaking, at 35 and n. 130.  S' xThus, the Second Further Notice of Proposed Rulemaking contemplates approval of permanent,  xunconditional waivers to allow radiotelevision combinations that do not propose common ownership of  x*stations exceeding a combination of one television station, two AM stations and two FM stations, as long  S<' xas the requested waivers are clearly consistent with Commission precedent. Id. Flinn's proposed  S'combination would not exceed such combination.  S'  S' e 11.` ` In evaluating a request for a waiver of the onetoamarket rule, the Commission's goal  x*"is to permit the public to benefit from such efficiencies of operation as may be achieved through the use  x&of common facilities and staff, consistent with the maintenance of diversity and vigorous competition  SN ' xwithin the market areas involved.  Second Report and Order Recon., 4 FCC Rcd at 6491. The  xCommission does not require a waiver proponent to satisfy all five casebycase criteria, but rather that  S ' xthe overall consideration of these factors establish that a waiver is in the public interest. Id. at 6493. We  xconclude that Flinn's showing in support of a waiver of the onetoamarket rule meets our casebycase  xDcriteria, and that a permanent waiver in this instance would not adversely affect competition and diversity in the Memphis market.  S:' e 12.` ` As to the first criterion, the potential public service benefits of joint ownership, the  x Commission considers the public service benefits that could result from the proposed radiotelevision  S' xcombination, such as projected economies of scale, cost savings and program and service benefits. Second  S' xkReport and Order, 4 FCC Rcd at 1753. In particular, Flinn asserts a total anticipated savings of $129,000  xannually from the consolidation of administration and personnel, and cross promotion of the stations.  xFlinn has demonstrated that common ownership and joint operation of WHBQ(AM), WOWW(AM),  xKXHT(FM), WJOI(FM), and WFBI(TV) would create operating efficiencies resulting in significant cost  x7savings. It also appears that the savings realized would permit programming improvements, an enhanced local presence, and community based programming and outreach.  S' e `13.` ` With respect to the types of facilities involved in the waiver request, the Commission  xevaluates whether the proposed combination would adversely effect either diversity or competition in the  S^' xlocal media market. See Great American Television and Radio Co. Inc., 4 FCC Rcd 6347, 6349 (1989).  xDWe have independently confirmed that there are 4 UHF stations and 4 VHF stations in the Memphis DMA  xcompeting with WFBI(TV), which has received no reportable audience share. We have also determined  xthat the market includes 13 Class B AM stations, and 5 Class A FM stations. We find that the proposed  xcombination of one UHF station, two Class B AM stations operating at 5 kW and 2.5 kW, and two Class  xZA FM stations, both operating at an authorized power of 3 kW will not constitute technically dominant  Sp' x@facilities that could have an adverse effect on diversity or competition. As noted in the Second Report  SJ' xand Order, combinations involving UHF TV or Class A FM stations may provide relatively greater public  x7interest benefits and impose relatively fewer public interest costs. 4 FCC Rcd at 1753. We also find that  xFlinn has demonstrated that due to the number of "voices" in the market the level of competition and  S!' xEdiversity will remain high. See infra  15. In addition, the facilities of the stations involved are  xktechnically modest, and there are comparable or superior competing facilities in the market and substantial  S#' x overall competition.  Consequently, we find that the proposed combination does not present issues of  xmarket dominance inconsistent with the public interest. Flinn holds no other attributable interests in the"^$ ,N(N(ZZ""  S'Memphis market.  yOh' x ԍWe do note, however, that George S. Flinn, Jr., the sole shareholder of Flinn, is the permittee of three lowpower television stations in Memphis, Tennessee.  S' e (14.` ` With regard to Flinn's financial showing, we note that while Flinn's stations have  xRexperienced significant losses, it states that none are entitled to consideration as a failed station.  xNonetheless, the Commission has granted waivers where there was no finding that any of the stations were  S8'in financial distress.  See WHFS, Inc., 12 FCC Rcd 3965, 3968 (1997).  S' e 15.` ` Finally, we find that Flinn has shown that the proposed combination would not create any  xundue concentration of ownership or control of the broadcast media in the Memphis market. In  xtconsidering onetoamarket waiver requests, the Commission counts television stations in the relevant  x*Nielsen DMA and radio stations in the relevant television metro market. There are nine television stations  xlicensed to nine separate owners in the Memphis DMA. Further, the 35 radio stations licensed to  xcommunities in the television metro market are held by 17 different owners. Therefore, after the  xVassignment is approved, the proposed combination will be competing in a market with a total of 44  S ' xbroadcast stations licensed to 23 separate owners.| Z  {O' xD ԍThe information provided by Flinn was taken from our decision S.E. License, G.P., 11 FCC Rcd 16,728, 16,734  x (1996), in which we granted a onetoamarket waiver involving the Memphis market. An updated review of this information shows the numbers have changed slightly since the release of that Order.| In addition, while the VCR penetration rate remains  x@at 78%, the cable penetration rate has increased to 62%. There are also 27 weekly publications. This  S ' x@level of diversity is consistent with the level we have approved in previous waiver requests. See, e.g.,  S\' xMaximum Media, Inc., 12 FCC Rcd 331 (1997) (32 separate voices, 5 daily newspapers, 70% cable  S6' x@penetration); Louis C. DeArias, 11 FCC Rcd at 3665 (31 separate voices, 2 daily newspapers, 57.9% cable penetration).  S' e  16.` ` With respect to economic concentration and competition in the context of onetoamarket  x&waiver requests, we consider the combined advertising revenue share of the proposed radio/television  Sp' xVcombination in the relevant market. Currently, KXHT(FM), WHBQ(AM) and WOWW(AM) have a  xcombined advertising revenue share of 0.5%. Neither WJOI(FM) nor WFBI(TV) have reportable  S ' xadvertising revenue in any defined television or radio market.  B yO' x ԍAdvertising revenue is obtained from BIA Publications, Inc.'s Radio Master Access and Television Master Access database. Given the lack of reportable revenue  xshare, it appears unlikely that the stations' combined share would be dominant or pose a threat to  S'competition. See, e.g., Alabama Universal Corp.,  FCC 97138 (released Apr. 18, 1997).  S'JhConclusionă  S4' e '17.` ` We conclude that Flinn's showing in support of a waiver of the onetoamarket rule meets  xtthe casebycase criteria, and that a waiver in this instance would not adversely affect competition and  xdiversity in the relevant market. Accordingly, IT IS ORDERED, That the request to withdraw the petition to deny filed by Roger D. Morgan is GRANTED. IT IS FURTHER ORDERED, That the request for a "l ,N(N(ZZg"Ԍ x7permanent waiver of the Commission's onetoamarket rule, 47 C.F.R.  73.3555(c), is GRANTED. IT  xIS FURTHER ORDERED, That the application for assignment of WJOI(FM), Germantown, Tennessee  xtfrom Omni Broadcasting Company to Flinn Broadcasting Corporation (File No. BAPHG970317GG) is GRANTED. ` `  hhCFEDERAL COMMUNICATIONS COMMISSION ` `  hhCRoy J. Stewart ` `  hhCChief, Mass Media Bureau