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Office of  {O -Communication of the United Church of Christ v. FCC, 826 F.2d 101 (D.C. Cir. 1987).  These procedures recognize that where unsolicited tender offers are made, the hostile  xnature of the offer and the provisions of applicable securities laws require unusual expedition in our  xprocessing of the transfer applications. It was to accommodate these needs that the Commission adopted  S7- xthe two step "shortform/longform" transfer procedure.77. 9 {O-ԍ See id.7 In this case, however, due to repeated extensions  xjby Hilton of the expiration of its tender offer for ITT, we are able to act on the longform application for  xMtransfer of control of ITT Broadcasting to HLT at this time, and there is no need to consider Hilton's  x-shortform application and STA request to transfer ITT Broadcasting to a trustee. Consequently, the long x=form application is hereby constructively amended to provide for the transfer of ITT Broadcasting from  xITT directly to HLT, and the shortform application and STA request, and all related pleadings, are  xydismissed. Accordingly, only HLT and Hilton's longform application, as amended, which seeks consent  S- x to the transfer of ITT Broadcasting to HLT, and related pleadings, are under consideration here. See  S- xzMMM Holdings, Inc., 4 FCC Rcd 6838 (Com. Car. Bur. and Mass Med. Bur. 1989), aff'd 4 FCC Rcd  Sn-8243 (1989).  S-( DISCUSSION ă  So-  x4. In its various pleadings, ITT has challenged the grant of Hilton's longform application on three  x=primary grounds. Specifically, ITT has opposed the grant of Hilton's request for a temporary waiver of"< ,l(l(,,"  xthe cablebroadcast crossownership rule, contending that Hilton has failed to demonstrate that such a  xwaiver would serve the public interest and that the recusal statements submitted by the Hilton  S- xofficer/director involved in the crossownership situation are inadequate. ITT also contends that Hilton  x>has not demonstrated its financial qualifications, and has not, through its survey of stock ownership, demonstrated compliance with the statutory restrictions on alien ownership.  S- Cable Television/Broadcast CrossOwnership Rule  Sh-     x5. As described above, the licensee of WPXNTV is ITTDow Jones Television (ITT/Dow Jones),  xa general partnership whose two general partners are whollyowned subsidiaries of ITT and Dow Jones  x& Company, Inc. Hilton's original Exhibit D to its longform application for transfer of control of ITT  xBroadcasting noted that its President and Chief Executive Officer, Stephen F. Bollenbach, had been  xynominated to the Board of Directors of Time Warner Inc. (TWI). Hilton acknowledged that Bollenbach's  xLservice as a TWI director would conflict with the cable television/broadcast crossownership rule (cross xownership rule) because ITT has an interest in WPXNTV and TWI controls Time Warner Cable of New  xYork City (TWNYC), which owns and operates a cable system within the Grade B contour of WPXN S - xTV.B 9 yO8- xԍ The broadcast/cable television crossownership rule prohibits a cable system from carrying the signal of a  xtelevision broadcast station that it directly or indirectly owns, operates, controls or has an interest in when the  xjstation's predicted Grade B contour overlaps the system's service area. 47 C.F.R.  76.501(a). Directors of a  xbroadcast licensee or a cable system are deemed to have a cognizable interest in that entity. 47 C.F.R.  76.501 Note  x2(h). Directors of a parent company that has an attributable interest in a subsidiary broadcast licensee or cable  xsystem are deemed to have a cognizable interest in the subsidiary unless the director's duties and responsibilities are  xwholly unrelated to the subsidiary broadcast licensee or cable television system, and a statement so documenting is  {O-submitted to the Commission. Id. On May 15, 1997, Bollenbach was elected to the TWI board, and Hilton amended its application  xto request a temporary waiver of the crossownership rule. Hilton contends that the waiver will be of  xO"extremely limited duration" because ITT/Dow Jones has agreed to sell WPXNTV to Paxson  xCommunications Corporation (Paxson) and anticipates that the sale will be consummated by the end of  S- xj1997.U9 yOv-ԍ Hilton Request for Temporary Waiver at 23.U Hilton seeks a temporary waiver of 12 months or until the sale is consummated, whichever event first occurs.  S-   Sk-  |x6. Arguments. Hilton argues that the Commission should grant it a temporary waiver because  xit is consistent with the temporary waivers granted in other cases in order to allow parties to a merger  S- x.adequate time to divest conflicting interests without delaying the merger.b 9 {O- xԍ Hilton cites, inter alia, Capitol Cites/ABC, Inc., 11 FCC Rcd 5841, 5902 (1996) and In Re Applications of  {O-Turner Broadcasting System, Inc. and Time Warner, Inc., 11 FCC Rcd 19595, 19611 (1996). Hilton argues that temporary  xLwaivers are particularly appropriate when they facilitate larger transactions. Hilton asserts that here the  xcrossownership conflict arises with respect to ITT's interest in WPXNTV, which is one percent of ITT's total assets and, as such, an incidental part of a much larger transaction.   x7. Hilton also states that following consummation of Hilton's tender offer for ITT, Bollenbach  xwill recuse himself from all decisions implicating WPXNTV. In support of its assertion, Hilton submits  xLa certification from Bollenbach which recites his understanding of ITT's intention to sell WPXNTV and  xhis representation that from the time of consummation of the tender offer until WPXNTV is divested,  xeither by sale to Paxson or otherwise, he will not be involved in the operations, management or disposition"; ,l(l(,,"  xof WPXNTV and will recuse himself from any matters that involve WPXNTV that come before the  xHilton Board. Bollenbach also asserts that, although he is CEO of Hilton, he can completely recuse  x/himself from decisions relating to WPXNTV for three reasons: there is a definitive agreement to sell  xWPXN; ITT's interest in WPXNTV is an extremely small component of its overall holdings; and WPXN S4-TV will not be part of Hilton's core business.j49 {O-ԍ See Certification of Stephen F. Bollenbach, June 12, 1997.j  S-   x8. Hilton also provides a Declaration from Matthew J. Hart, Hilton's Executive Vice President  xMand Chief Financial Officer, that he will be responsible for oversight of WPXNTV from the time the  x[tender offer is consummated until consummation of the sale of WPXNTV to Paxson. Hilton offers that  xif the Commission requires, Bollenbach will also recuse himself from matters that come before the TWI  x=board that specifically pertain to any of the cable systems located within WPXNTV's Grade B contour  S-until the sale of WPXNTV is consummated. Z9 yO -ԍ Declaration of Stephen F. Bollenbach, August 14, 1997, Exhibit 3 to Letter dated August 19, 1997.   !x9. Hilton further argues that the relevant market, New York City, is the largest and most diverse  xin the country, served by 170 broadcast stations, 118 of which are separately owned. In addition, Hilton  xstates that there are 29 daily newspapers and six Multipoint or Multichannel Multipoint Distribution  xService operators licensed to serve the New York City DMA. Based on the asserted diversity of the New  xYork City market, Hilton argues that the impact on the affected cable households, which are 16.5% of the  x6,711,450 television households in the New York DMA, would be minimal. Hilton further contends that  xeven this f#d  impact is eliminated by Bollenbach's recusal from all WPXNTV matters. Hilton asserts that there would be no harm to the public interest by granting a temporary waiver.   Nx 10. ITT opposes Hilton's request for a temporary waiver of the broadcast/cable television cross xownership rule. As an initial matter, ITT contends that Hilton's request for a waiver of the cross xkownership rule should have been placed on public notice to afford notice to interested parties such as  x>franchising authorities and local television stations. ITT argues that Hilton should have followed the  xprocedures required under Section 76.7 of the Commission's rules because it paid the $960 fee generally  S- x[required for a petition for special relief and used code letters when filing its supplemental request. X9 yO)- xYԍ Response of ITT Corporation, August 26, 1997. Section 76.7 of the Commission's rules pertains to Petitions  xhfor Special Relief. 47 C.F.R. 76.7 (1996). ITT suggests that the code "TWC" indicates a Petition for Special Relief but offers no basis for the connection between those letters and Petitions for Special Relief. ITT  x/further contends that Hilton should have followed the requirements of Section 76.7(b) to serve other  xtelevision stations in the New York City market, TWNYC, and the City of New York. ITT argues that  S-due to lack of service and notice, the Commission cannot grant Hilton's waiver request.O  9 yO -ԍ ITT Letter of October 6, 1997 at 23.O   x 11. In addition to its procedural objections, ITT also asserts that the Commission should not grant  xHilton's waiver request because all of TWNYC's subscribers are located within WPXNTV's Grade A  xcontour. ITT argues that TWNYC is important and influential nationally, as well as in the New York  xmarket, that a channel on this system is highly valuable, and that the TWI board influences or dictates  xLwhat programming TWNYC will carry. ITT alleges Bollenbach would be in a position to influence TWI decisions affecting WPXNTV. "n ,l(l(,,!"Ԍ  x 12. ITT further argues that this case differs from those relied upon by Hilton as support for  x[granting a temporary waiver to facilitate a large transaction. ITT asserts that in prior Commission cases,  xthe conflicting crossownership issues arose due to existing ownership. ITT argues that here the cross xownership conflict arose because Bollenbach agreed to serve on the TWI board after Hilton announced  x its tender offer for ITT. ITT suggests that Bollenbach should agree to resign from the TWI board or  xrecuse himself from involvement with the TWNYC cable system when Hilton acquires an attributable interest in WPXNTV.   0x 13. ITT also contends that Bollenbach cannot recuse himself from matters involving WPXNTV  S5- xbecause he is Hilton's CEO.^ 59 yO -ԍ Response of ITT Corporation, June 5, 1997, at 1820.^ ITT argues that Bollenbach's "corporate responsibilities extend to all aspects  S- xof Hilton's operations . . .[and] therefore is not eligible for recusal pursuant to Section 76.501 Note 2(h)."F X9 yO -ԍ ITT Letter of June 20, 1997.F  xITT also asserts that Bollenbach's involvement in the tender offer for ITT stock could have a direct effect  xon WPXNTV, and he should, therefore, recuse himself from involvement in the tender offer. ITT further  xstates that Bollenbach's declaration of his willingness to recuse himself from matters that come before the  xTWI board concerning cable systems within WPXNTV's grade B contour also is inadequate. ITT argues  xthat Bollenbach could still participate in decisions on TWI's cable systems nationwide, which would affect programming and operations of individual cable systems, including TWNYC.   !x 14. ITT maintains that Bollenbach's recusal declaration is inadequate as it will allow Bollenbach  xto receive information about WPXNTV and communicate with Hilton or TWI representatives about that  S- x>information. 9 yO- x<ԍ ITT notes that Mr. Hart has declared that he will not communicate with Bollenbach but asserts that other persons may continue to communicate with Bollenbach. Response of ITT Corporation, August 26, 1997, at 89.  ITT argues that Bollenbach's receipt of information about WPXNTV could influence  xyTWNYC's cable operation. ITT states that Bollenbach's Declaration does not ensure that information he  xreceives as a TWI board member will be redacted to exclude information about the TWNYC cable system.  x[ITT notes that in cases in which individuals seek relief from attribution through recusal, the Commission  xyhas required that the individual be recused "at all times and from all matters that involve and /or implicate  S- xthe subsidiary holding the licensee," including issues that are only indirectly related.v@9 {O-ԍ Id. at 1011 quoting Turner/Time Warner, 11 FCC Rcd at 1961314.v ITT argues that  xBollenbach's recusal does not meet this standard, and, therefore fails to justify granting Hilton's waiver request.   x15. ITT asserts that the TWNYC cable system has a 69% cable penetration rate in the New York  xCity DMA and is, therefore, "a bottleneck facility" that dominates the distribution of video programming  S- xin the New York market._9 yOE"-ԍ Response of ITT Corporation, August 26, 1997, at 68._ ITT contends that TWNYC's decisions pertaining to programming that  xcompetes with WPXNTV's programming could affect WPXNTV's efforts to attract viewers and  xjadvertisers. For these reasons, ITT asserts, Bollenbach's Certification does not meet the requirements of  S:-Section 76.501 Note 2(h).L:b 9 yO<&-ԍ ITT Letter of June 20, 1997.L  S-  " ,l(l(,,"Ԍ S-  @x16. Discussion. Section 76.501 of the Commission's Rules prohibits the common ownership  xjand/or control of a television station and a colocated cable television system. This regulatory restriction  S- xwas first implemented in 19709 {O- xԍ Amendment of Part 74, Subpart K, of the Commission's Rules and Regulations Relative to Community Antenna  {O-Systems, Second Report and Order, 23 FCC 2d 816, 820 (1970) (Second Report and Order). and later codified into a statutory requirement by the Cable  Sh- xCommunications Policy Act of 1984.h$9 {O,-ԍ See P. L. 98549, 98 Stat. 2780, October 30, 1984, adding 47 U. S. C.  613(a)(1). The statutory ban was recently repealed by the  S5- x0Telecommunications Act of 1996.59 {O - x=ԍ See Section 202(i) of P. L. 104104; 110 Stat. 56, approved February 8, 1996, repealing 47 U. S. C.  613(a)(1). The Commission's rule, however, is still in effect.|59 yO - x;ԍ Although Section 202(i) of the Telecommunications Act repealed the statutory restriction on broadcast/cable  xtelevision crossownership formerly in  613(a) of the Communications Act of 1934, as amended, the Conference Report left it to the Commission to decide whether to revise the rule:  XxThe conferees do not intend that this repeal of the statutory prohibition should prejudge the  {O- outcome of any review by the Commission of its rules. Joint Explanatory Statement of the  {O-Committee of Conference , (to accompany S. 652), 104th Cong., 2d Sess. at 48 (1996).  Prior to  xcodification of Section 76.501 by Congress in 1984, the Commission, on a number of occasions, granted  S- xspecial relief regarding the rule on both a permanent`\T 9 {O- xԍ See, e. g., Village of Solvay, 39 RR 2d 1197 (Cable Television Bureau, 1977); CBC Telecommunications  {O- xwCorp., 46 RR 2d 1482 (Cable Television Bureau, 1980); PNG Communications Co., 51 RR 2d 471 (Cable Television Bureau, 1982).` and temporary basis.x9 {O- xԍ See, e. g., Falcon Communications, 39 RR 2d 928 (1977); Warner Communications Inc., 25 RR 2d 298  {O-(1972); Oak Communications Inc., 48 RR 2d 1451 (1981). During the time the statutory  x[ban was in effect, the Commission granted temporary relief in contemplated divestiture situations, based  Si- xon the belief that reasonable accommodations may be made to avoid the risk of "fire sales."Zi9 {O- xԍ See Golden West Associates, 59 RR 2d 125 (1985) where the Commission held that, even in the face of the  xexisting statutory ban of 47 U. S. C.  613(a)(1), it retained authority to allow parties a reasonable amount of time to dispose of a conflicting ownership interest or otherwise come in to compliance.  Since the  x repeal, the Commission retains the authority to grant both temporary and permanent relief regarding  S-Section 76.501.[H9 {O- xԍ See, e.g., Kilgore Cable TV Company, 11 FCC Rcd 1684 (1996) ("The policy goals of Section 76.501(a) are  xto increase competition in the economic marketplace and in the marketplace of ideas. [citation omitted] In cases  xwhere enforcement of the ban on crossownership does not promote these goals, a [permanent] waiver of the rules  {O!- xwill be entertained. See Second Report and Order,, Docket 18397, 23 FCC 2d 816, 821 (1970), recon. denied, 39  {O"- x/FCC 2d 377 (1973)." Id. at 1685. See also In re Applications of WHOATV, Inc. (Assignor) and Park of  {O#- xMontgomery II, Inc. (Assignee) et al., 11 FCC Rcd 20041, 20050 (1996) (In re WHOATV), in which the Commission  xhgranted a temporary waiver of Section 76.501(a) to allow a cable operator twelve months to divest a local broadcast station whose Grade B contour overlapped one of the cable operator's cable systems.[   0x17. ITT first argues that the Commission cannot rule on Hilton's request for a temporary waiver  x\of the broadcast/cable television crossownership rule because the request has not been put on public"j ,l(l(,, "  xnotice and Hilton has not served other potentially interested parties. We disagree. In this case, Hilton  x.filed its longform application for transfer of control of ITT Broadcasting with the Mass Media Bureau.  xHilton's longform application revealed a potential future conflict with the Commission's crossownership  xrule if Hilton's CEO, Bollenbach, was elected to the TWI board and if the Hilton tender offer was accepted  xbefore ITT/Dow Jones consummated their definitive agreement to sell WPXNTV to Paxson. After  xkBollenbach's election to the TWI Board, the Commission asked Hilton to address the potential cross xownership problem, and Hilton supplemented its application with a request for temporary waiver. In  xcompliance with Section 73.3584(a) of the Commission's rules, Hilton's longform application was placed  Sh- xon public notice.2Xh9 yO- x<ԍ All of Hilton's short and longform applications filed in connection with the ITT tender offer and proxy  xYcontest, BTCCT970304IA, BTCCT970304IB, and BTCCT970304IC, were placed on Public Notice on March 7, 1997, Report No. 23944A.2 Hilton served its waiver request on the known parties ITT and Dow Jones &  S5- x Company, Inc. and ITT filed several responses and objections thereto. We find that  f#d ITT received adequate notice and has not been harmed or aggrieved by the procedures followed. f#d    x18. As to the merits of the waiver request, Hilton is seeking a temporary waiver for the time  xjperiod beginning after the consummation of its tender offer and continuing until the consummation of the  xdefinitive agreement to sell WPXNTV to Paxson. If the sale of WPXNTV were to be consummated  xbefore Hilton's tender offer is consummated, then a waiver of the crossownership rule would be  xunnecessary. If the WPXNTV sale is not consummated prior to the consummation of the tender offer,  xHilton and Bollenbach have represented that Bollenbach will recuse himself from matters related to  xWPXNTV. Bollenbach and Hilton further offer that he will recuse himself, to the extent the Commission  xrequires, from matters that come before the TWI Board that pertain specifically to any of the cable television systems located within WPXNTV's predicted Grade B contour.   x19. When considering a request for a temporary waiver of the crossownership rule, the  xCommission considers factors including the abundance of media in the market, the avoidance of "fire  xsales," and the size of the overall transaction and weighs these factors to determine whether the temporary  S- x=waiver would cause undue harm to the public interest. 9 {O- x;ԍ See In re WHOATV, supra, 11 FCC Rcd at 20050; see also Multimedia, Inc., 11 FCC Rcd 4883, 4893 (1995)  {OW-and Golden West Associates, L.P., 59 RR 2d 125 (1985).  As discussed below, we believe that Hilton has  xydemonstrated sufficiently that the public interest would not be harmed by granting the relief requested to  xallow Bollenbach to remain on the Board of Directors of TWI for a short period of time while WPXNTV  xis still owned by ITT. The waiver is conditioned on Bollenbach's recusal from involvement in decisions that may affect WPXNTV or the TWNYC cable systems.   x20. Applying each of the factors the Commission has used to allow other licensees a limited  xperiod of time to divest cable systems or broadcast stations when faced with a prohibited crossownership  xsituation, we note first that the New York City DMA is one of the most diverse in the nation. Second,  xthe interest in WPXNTV in comparison to the overall Hilton/ITT matter is very small. Third, in this case  x\the issue is not the avoidance of a fire sale, because a sale of the relevant entity is pending. Instead, a  S-temporary waiver is needed to allow sufficient time for  f#d the f#d  definitive agreement to be consummated."D9 yO$- xyԍ On May 12, 1997, ITT and Dow Jones & Company, Inc. announced that they had reached a definitive  xYagreement to sell WPXNTV to Paxson. An application to assign the license of WPXNTV from ITT/DowJones  {OH&- xto a Paxson subsidiary has been filed and remains pending with the Commission. See File No. BALCT970519IB. ". ,l(l(,,"Ԍ  0ԙx21. Although the overlap between WPXNTV and TWNYC is more extensive than we generally  S- xallow even for a temporary waiver,9 {O5-ԍ See, e.g., In re WHOATV, supra at 2004950 and Time Warner/Turner, supra at 19612. our concerns are ameliorated by the brief period of time during  xwhich the prohibited crossownership will exist and the abundance of diverse media in the New York City  xmarket area. Further, Bollenbach has committed to recuse himself from all decisions that involve or  ximplicate WPXNTV and to delegate to Matthew Hart full responsibility for any decisions by Hilton that might be necessary regarding WPXNTV.   "x22. We agree with ITT that it is important to clarify that Bollenbach's recusal from decision xmaking includes insulation from receipt of information concerning WPXNTV from Mr. Hart or others  xaffiliated with Hilton. We also agree with ITT that Bollenbach should recuse himself from matters that  xcome before the TWI board pertaining specifically to any of the cable television systems located within  S-WPXNTV's Grade B contour or that pertain indirectly, but predictably, to those systems. Z9 yO - x<ԍ We note that this is a request for a temporary waiver, and not consideration of relief from attribution per  xSection 76.501 Note 2(h). In this case, recusal is offered, and considered, as but one argument in support of a  xtemporary waiver of very limited duration. We are not addressing circumstances involving a long term basis or whether these reasons would support relief from attribution.   x23. Further, in anticipation of an expedited consummation of the sale of WPXNTV to Paxson,  xwe will limit the period of the waiver to no more than the earlier o f#d f two months after the Commission's  xapproval of the assignment of WPXNTV to Paxson or f#d   f#d six months from the consummation of Hilton's  xtender offer. If Hilton f#db  learns that the sale to Paxson will not be consummated within six months of the  xconsummation of Hilton's tender offer, Hilton must advise the Commission immediately of the changed circumstances f#d . f#d   S-   x24. For the reasons stated above, we grant Hilton a temporary waiver of the broadcast/cable  xtelevision crossownership rule beginning if, and when, its tender offer is consummated and continuing  xuntil the earlier of either two months after the Commission's approval of the assignment of WPXNTV  xto Paxson or six months from the time its tender offer for ITT is consummated. This temporary waiver  xis conditioned on the recusal of Stephen J. Bollenbach, as described above, and on Hilton's assumption  xKof ITT/Dow Jones' definitive agreement to sell WPXNTV. This temporary waiver is subject to the further  xcondition that if Hilton learns that the sale of WPXNTV will not be consummated within six months from the date of consummation of Hilton's tender offer, Hilton shall immediately notify the Commission.  S9- Financial Qualifications   |x25. Pursuant to Section 308(b) of the Communications Act, we have required an applicant for  xja broadcast station license to demonstrate that it has a reasonable assurance that the necessary funds will  Sm- xbe available to construct or acquire the station and to operate the station for three months. See MultiState  S;- xkCommunications, Inc. v. FCC, 590 F.2d 1117 (D.C. Cir. 1978). ITT has challenged Hilton's financial  xqualifications, contending that Hilton has not demonstrated the requisite reasonable assurance of financing.  x/After review of the parties' submissions on this issue, we conclude that Hilton has demonstrated the  x>availability of sources of funds adequate to finance the tender offer and operate WPXNTV for three months.   x26. Hilton has generally explained that it plans to obtain the funds required to consummate the  xITT tender offer from a combination of available cash, working capital, existing credit facilities," B,l(l(,,'$"  x{borrowings under credit facilities that Hilton will seek to obtain from commercial banks and/or the  xyissuance of public debt. More specifically, on November 4, 1997, Hilton provided the Commission with  x/a letter from Donaldson, Lufkin & Jenrette Securities Corporation (DLJ), stating that DLJ is "highly  xconfident" of its ability to place and/or sell securities to finance the tender offer at the increased offering  S4- xlprice.49 yO- xԍ DLJ is an investment banking and securities firm, with experience in the underwriting, placement and sale of public and private debt and equity securities. In this letter, DLJ also indicated that it has extensive experience in the lodging and gaming  x=industries in general and with Hilton in particular, having recently assisted Hilton in another tender offer  S-and in the issuance of over $1.5 billion of notes.f  9 yO - xkԍ DLJ assisted Hilton with the following transactions: (i) the issuance of $500 million in convertible  xxsubordinated notes in April 1996; (ii) the acquisition by Hilton of Bally Entertainment Corporation in December  x-1996, and Hilton's successful tender offer for over $1.1 billion of Bally debt securities; (iii) the issuance of $375  xxmillion of senior notes in April 1997; (iv) the issuance of $300 million of senior notes in May 1997; and (v) the issuance of $325 million of senior notes in July 1997.f   x27. Given DLJ's familiarity with Hilton and its experience in issuing various types of notes  xspecifically for Hilton, we believe that DLJ's letter provides reasonable assurance of Hilton's ability to  S- xobtain the funds necessary to consummate the tender offer through the placement and/or sale of  S- xsecurities.Q!Z9 {O?- xԍ See MMM Holdings, 4 FCC Rcd at 6842 (reasonable assurance of funding from public or private equity or  xdebt placements established by letter from entity experienced in underwriting and privately placing corporate debt, equity and equityrelated securities). Q DLJ's letter sufficiently demonstrates that adequate funds to consummate the tender offer can  xbe obtained through the placement and/or sale of securities, should Hilton choose to avail itself of this  xsource of funding either exclusively or in conjunction with the other sources of funding previously  S6 - xidentified by Hilton (e.g., available cash, working capital, and borrowings under credit facilities). Accordingly, we find Hilton to be financially qualified. x  S - Alien Ownership   x28. Hilton certified in its longform application that, based on a survey of the owners of Hilton  xstock, it was not in violation of Section 310(b) of the Communications Act, which restricts foreign  S- xownership of broadcast licenses.k" 9 yOd- xjԍ 47 U.S.C.  310(b)(4) provides that no broadcast license shall be granted to or held by any corporation  xdirectly or indirectly controlled by any other corporation of which more than 25% of the capital stock is owned of  xKrecord or voted by aliens, their representatives, or by a foreign government or representative thereof, or by any  xcorporation organized under the laws of a foreign country, if the Commission finds that the public interest will be served by the refusal or revocation of such license. k In response to the staff's request for additional information concerning  xthe methodology of the survey, Hilton submitted a declaration from Daniel H. Burch, president of  Sl- x0MacKenzie Partners, Inc., which conducted Hilton's foreign ownership survey.# l9 yO#- xԍ According to Mr. Burch's declaration, MacKenzie Partners is a proxy solicitation and financial relations  x.consulting firm which has conducted a number of FCCrelated foreign ownership surveys and which regularly  xprovides beneficial ownership analyses for many clients annually, in connection with shareholders meetings and tender offers. Mr. Burch has  xspecifically confirmed that, in the Hilton foreign ownership analysis, MacKenzie Partners surveyed  x!individual Hilton stockholders and 25 of the 30 largest custodial banks, brokerage firms and trust" #,l(l(,,D"  xycompanies. According to Mr. Burch, registered domestic holders held approximately 30.5% of all Hilton  x[stock and over 90% of that amount was held by individuals. On the other hand, the 25 custodial entities  xwere reported to hold approximately 51.7% of all Hilton stock. Mr. Burch has also confirmed that the  xkMacKenzie Partners' survey included an assessment of the beneficial stock interests held by these 25  xcustodial banks, brokerage firms and trust companies for the benefit of aliens (both individuals and  x<entities). Based on this survey of 82.2% of Hilton's outstanding stock, MacKenzie Partners concluded that  xNHilton's level of foreign ownership is approximately 2.67%. ITT has alleged that Hilton's foreign  xownership survey was incomplete and did not explicitly reflect the consideration of indirect or partial  xforeign ownership of the noncustodial record holders of Hilton stock. We are not persuaded, however,  xthat the subject survey is critically flawed by virtue of these alleged deficiencies. As represented, 90%  xof the 30.5% Hilton stock ownership is directly held by domestic individuals. Even if all of the remaining  xinterest held by domestic entities and all of the remaining unsurveyed 17.8% of Hilton's outstanding stock  xwere 100% foreign owned, Hilton's level of foreign ownership would still be below the statutory 25% foreign ownership limitation (2.67% plus 3.05% and 17.8% equals 23.52%).  S -  x29. MacKenzie Partners additionally confirmed its survey of the ownership of Hilton stock by  x.another methodology, which was based upon an examination of publicly available information and upon  x>prior experience in conducting foreign ownership surveys. Under this analysis, MacKenzie Partners  x/considered the Hilton stock held by large and small institutional investors for foreign entities, and, in  x\conjunction with the Hilton stock held by domestic record holders, estimated a "worst case scenario" foreign ownership level for Hilton of 7.98%, significantly below the 25% statutory benchmark.  S-  x30. Based upon the survey conducted by MacKenzie Partners, and Hilton's certification of  xcompliance with Section 310(b) of the Communications Act, we conclude that grant of Hilton's longform  xapplication is consistent with Section 310(b)(4). ITT has not provided, and we do not discern, any  x[independent basis for concluding that the survey and other information provided by Hilton is inaccurate,  S- xcannot be relied upon, or is insufficient. See Riverside Broadcasting Company, Inc., 53 RR 2d 1154, 1163 (1983).  S-$! CONCLUSION  S-  x31. For all the reasons set forth above, we conclude that Hilton has demonstrated its qualifications  xto become a Commission licensee, and that grant of its longform application seeking consent to the  xtransfer of ITT Broadcasting from ITT to HLT would serve the public interest, convenience and necessity.  xLWe note that our approval of Hilton's application is permissive in nature, and merely allows the transfer  S- xMof ITT Broadcasting, if and when Hilton is able to consummate its unsolicited tender offer for ITT.$9 yO=- xԍ Hilton is not the only entity attempting to acquire ITT. On October 20, 1997, ITT announced that it had agreed to be acquired by Starwood Lodging, a realestate investment trust.  xKGrant of Hilton's longform application is therefore warranted to comply with our statutory obligations and  xremove the Commission from this contest for control of ITT, which must, of course, be ultimately decided by ITT's shareholders.  S -  x32. Accordingly, IT IS ORDERED, That Hilton Hotels Corporation's application (File No.  x.BTCCT970304IA) for consent to interim transfer of control of ITT Broadcasting Corporation, and the informal objections directed thereto, ARE DISMISSED as moot.  S $-  /x 33. IT IS FURTHER ORDERED, That the petition to deny File No. BTCCT970304IB submitted" $ $,l(l(,,'" by ITT Corporation IS DENIED.  S-  Ox!34. IT IS FURTHER ORDERED, That Hilton Hotels Corporation's request for a temporary  xwaiver of the broadcast/cable television crossownership rule, Section 76.501(a) of the Commission's rules,  x.IS GRANTED, to the extent and subject to the conditions indicated above, and that its application (File  x No. BTCCT970304IB) for consent to transfer of control of ITT Broadcasting Corporation to HLT Corporation IS GRANTED.  Sh-  x"35. This action is taken pursuant to authority delegated by Section 0.321 of the Commission's rules, 47 C.F.R.  0.321 (1996). x` `  hh@hFederal Communications Commission x` `  hh@hRoy J. Stewart x` `  hh@hChief, Mass Media Bureau