WPC38 2B'J CourierCG TimesCG Times ItalicCG Times Bold`7X@3|wPCL) (Add) RM 702HL4MPCAD.PRSx  @\ ׄX@2 6 ZF f 3|wHP LaserJet 4M (PCL) (Add) RM 702HL4MPCAD.PRSXw PE37\ ׄXP",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@\@\`L2I$B f [ CG TimesCG Times Italic",tB^ f ^;C`ddCCCdCCCCddddddddddCCdxxxsCYoxxdoxxooCCCddCddYdY8dd88Y8ddddLL8dYYYLYdYd4dddddCddddddddd8xdxdxdxdxdYxYxYxYxYC8C8C8C8dddddddddoYxddddoYdxdxdxdxdXXddxxXxdxdxXdddddddD8ddddCdddddp8pHodp8p8dxddddxLxLxddLdLdLddpHp8odddddddodpLpLpLdoddddododxCddCCCWxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNdddCd]]ddddddFddddFCCddd88ddzzdddkddCddF"ddd9dCCzCdzdoddCdYds]zUvdYYCCCCzzzozoYzNoYdYC8YooYdYzzdzddoYoYzzozzzzzCdoozYzzzzCCddddzdddooozCsdYC\   pxtll\tll@\@\`L"i~'K2^$(8<><q*"xxxxWWxxxWWkkxxxA.SSxSSJJSJS+SSSSS8SSSSSSSSS.xJxJxJxJxJorJiJiJiJiJ8.8.8.8.{SxSxSxSxS{S{S{S{SxSxJ{SxSxSxS{S`SxIxSxIqIqIrSrS{dgIiSiSgIxSxSxSxSxS{S{S8.SSSS8Sz]SSuSg/g-ԍ#c PE37MP# ITTDow Jones is a general partnership in which ITT Broadcasting Corporation, a whollyowned subsidiary of ITT, is one of two 50% general partners. The other 50% general partnership interest in ITTDow Jones is held by Dow Jones Broadcasting (USA), Inc., a whollyowned subsidiary of Dow Jones & Company, Inc. Although the application proposes a transfer of ITT's interest in ITTDow Jones from ITT to Destinations, there will be no change in ultimate control because, following ITT's distribution to its stockholders of its entire interest in Destinations, the stockholders of the two companies will be the same. Hilton Hotels Corporation (Hilton) and HLT Corporation (HLT), which commenced an unsolicited tender offer to purchase a controlling percentage of all of the outstanding shares of common stock of ITT in January 1997, have filed an objection to ITT's Form 316 application, which ITT has opposed. In their objection, HLT and Hilton argue that the  Y-Commission should not rule on ITT's pro forma application before determining whether ITTDow Jones is in compliance with the alien ownership restrictions of Section 310(b) of the Communications Act (Act). HLT and Hilton also suggest in a cover letter to their objections that grant of ITT's application would contravene the principle that the Commission should remain neutral in hostile takeover contests because grant of ITT's Form 316 application would assist ITT's efforts to defeat Hilton's unsolicited tender offer. "n$0*0*0*%"ԌWe have reviewed Hilton's objections to ITT's Form 316 application and conclude that no substantial and material question of fact has been raised. The transfer of control at issue is  Y-clearly pro forma, and ITT has properly filed a Form 316 application, which contains no inquiries or certifications pertaining to alien ownership. As the Commission has previously stated, "we would not require submission of the results of an alienownership survey with a  Y-pro forma application for transfer of control" in the "absence of a wellfounded question as  Yz-to compliance with the Act." WWORTV, Inc., 6 FCC Rcd 193, 198 (1990), recon. denied,  Ye-6 FCC Rcd 6569 (1991), app. dismissed sub nom. Garden State Broadcasting L.P. v. FCC, 996 F.2d 386 (D.C. Cir. 1993). Hilton has not presented any such "wellfounded question" concerning ITTDow Jones' compliance with the alien ownership restrictions of Section 310(b) of the Act. Specifically, Hilton contends that ITTDow Jones' "qualified" certification of compliance with Section 310(b), contained in its 1995 longform application for consent to assign the license of WPXNTV from its prior licensee, suggests that ITTDow Jones was "less than certain" of its compliance with that section. Hilton's arguments here do not take into account a February 1996 amendment to ITTDow Jones' longform application, which included an unqualified affirmation of compliance with Section 310(b). The Commission approved the assignment of the license of WPXNTV to ITTDow Jones in an order released on May 17, 1996. Hilton's current claims, made more than a year after this date and in the  Y<-context of a pro forma transfer of control application, raise no new factual showings  Y'-persuading us to revisit this matter and question ITTDow Jones' continued compliance with  Y-Section 310(b).@ Y-ԍ#c PE37MP# Hilton's additional claim that ITTDow Jones may be in violation of Section 310(b), which rests on an  zPr-ITT bylaw provision that actually prohibits aliens from owning over 25% of ITT's total outstanding stock, is speculative. According to Hilton, the definition of "alien" contained in ITT's bylaw provision does not conform to the Commission's interpretation of alien ownership and control with regard to partnerships that may own ITT stock. While ITT's bylaw regards partnerships as alien unless a majority of the partners are U.S. nationals and share in a majority of the partnership profits, Hilton has not pointed to any instance where this overbroad definition would impact ITT's qualifications under Section 310(b).@ We also disagree with Hilton's suggestion that grant of ITT's Form 316 application would contravene the neutrality principle followed by the Commission in hostile tender offer cases. Neutrality demands that the Commission's actions not favor any party in the contest for corporate control inherent in hostile tender offer proceedings. In our view, that means we should scrupulously follow our established procedures in disposing of applications from and requests for Commissi #Q4 on action by the parties. In this case, where an undeniably insubstantial transfer of control is involved, our procedures dictate that we accept the  YA-application and act upon it in the ordinary course.CA+ Y%-ԍ#c PE37MP# Hilton also suggests in its cover letter to its objections to ITT's Form 316 application that the Commission should have set a formal pleading schedule with respect to ITT's application. We do not routinely  zP&-set pleading schedules for pro forma transfers of control, and we saw no reason for doing so in this case. In any event, even in the absence of a formal pleading schedule, Hilton has had the opportunity to file an objection"'0*(('"  zP-to ITT's pro forma application, which we have duly considered. That is what we have done here, and"AZ0*(("  Y-Hilton has advanced no persuasive basis for deviating from that standard practice.AZ Y -ԍ#c PE37MP# Any licensee, including ITT, has the right to determine its internal structure and to reorganize such structure, if it so chooses. If Hilton believes that ITT's announced reorganization and spinoff (of which the transfer of the interest in WPXNTV to Destinations is a very small part), is improper under relevant corporation law, then Hilton may pursue its claim concerning such spinoff in the proper local forum. Following our review of ITT's application and Hilton's objections to it, we have determined that the applicants are fully qualified and that the application is grantable, and we see no  Y-reason to refrain from acting on this pro forma application. In view of the foregoing, the informal objection of HLT and Hilton IS DENIED. Having found that grant of the abovereferenced Form 316 application would serve the public  Ya-interest, convenience and necessity, the pro forma transfer of control of ITT Corporation's interest in WPXNTV to ITT Destinations, Inc. IS GRANTED. x` `  hh@hSincerely, x` `  hh@hRoy J. Stewart x` `  hh@hChief, Mass Media Bureau x` `  hh@h x` `  hh@h