WPC7 2BJZ Courier3|jBx6X@`7X@HP LaserJet 4M (PCL)ROOM 712HPLA4MP0.PRSx  @\PX@266 ZFKK3|jHP LaserJet 4M (PCL)ROOM 712HPLA4MP0.PRSXj\  P6G;\PXP"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$CWxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNHxxH\dDXddddd8@d<@d<DDXXdDDxddzHxxHvppDXd<"dxtldpxxd"i~'^09CSS999S]+9+/SSSSSSSSSS//]]]Ixnnxg]xx9?xgxx]xn]gxxxxg9/9MS9ISISI9SS//S/SSSS9?/SSxSSIP!PZ9+ZM999+99999999S/xIxIxIxIxIlnIgIgIgIgI9/9/9/9/xSxSxSxSxSxSxSxSxSxSxIxSxRxSxSxS]SxIxIxInInInZnIxigIgIgIgIxSxSxSxZxSxZxS9/9S999Su]ZZxSg/gCg9g9g/xSbxSxSxSxSxn9n9n9]?]?]?]ZgFg/gMxSxSxSxSxSxSxxZgIgIgIxSg9xS]?g9xSi+SS88WuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN/>/>/>/x]SSSSx]x]x]x]xSxSx]SSxSxSf]xSxSxSxIxIxWxIx{nInInInISSSWS]a?/?]?9?]]WW]n/nKn9nCn/x]xx]x]SSxxIxIxI]?]?]?]WnUn9nax]x]x]x]x]x]xxWnInInIx]n9x]]?n9xSz+SS8-8WuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN8HH"&H>XHH8HB8>HH^HH>"".2",2,2,"222N2222"&22H22,006"6."""""""""""2H,H,H,H,H,XAB,>,>,>,>,""""H2H2H2H2H2H2H2H2H2H2H,H2H1H2H2H282H,H,H,B,B,B6B,H?>,>,>,>,H2H2H2H6H2H6H2""2"""2F866H2>>(>">">H2;H2H2H2H2XHB"B"B"8&8&8&86>*>>.H2H2H2H2H2H2^HH6>,>,>,H2>"H28&>"H2?22!!WFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN$<<$.2",2222`2 LL2 LL2L"",,2d"")>F)))))))))<)C"VV5VYO5O5O5O5^<^<^<^>^<^C^F.".C.).CaC>>^CO"O6O)O0O"VCVVCVC^<^O=O)OFVCVCVCVCVCVCxVV>O5O5O5VCO)VCC.O)V<X<<( (WTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN+HH+@<)<<<<has a cable penetration of 71%, ranking it ninth nationally in the number of cable television  xhouseholds. Further, pointing to emerging alternative media sources, Belo notes that Seattle hosts  xtwo wireless cable companies, 10 MMDS licensees and three local television stations (KINGTV,  xKOMOTV and KCTSTV) now offering programming on the Internet. Also contributing to the diversity in the market, states Belo, are fifteen daily newspapers.  X1- ` x8. ` ` Finally, Belo pledges that KINGTV and KIROTV will continue to operate  xseparately. In addition to maintaining separate programming, each station will continue to have  xits own local sales and news staffs. Currently, the stations compete aggressively in news,  xprogramming and advertising. According to Belo, KIROTV provides eight hours per day of  xlocal news programming, while KINGTV is the leading news station in Seattle. Belo also  xpledges to continue to operate the stations in that vein. Belo pledges that during the period of any  x-common ownership, the stations will continue to vigorously compete for viewers and advertising  X- xdollars. Moreover, on February 25, 1997, Belo filed an application for assignment of the license  Xy-of KIROTV to WPXI, Inc., a wholly owned subsidiary of Cox Broadcasting, Inc (Cox).<y) yO- xԍ Belo, Cox and Viacom International Inc. (Viacom) have entered into an exchange agreement wherein the  xYparties have agreed to swap certain television stations. Specifically, Cox will acquire KSTW(TV), Tacoma, WA and  xassign the station's license to Viacom. Viacom will assign its station, KMOV(TV), St. Louis, MO to Belo. Belo  xwill assign KIROTV, Seattle, WA to Cox. All of the necessary applications to effectuate this exchange agreement have been filed. <  XK- ` x9.` ` In adopting the duopoly rule's fixed standard of prohibiting overlap of Grade B  xMservice contours, the Commission also acknowledged the need for "flexibility" in that rule's  xapplication, noting that waivers should be granted where rigid conformance to the rule would be  X- xz"inappropriate."  Multiple Ownership of Standard, FM and Television Broadcast Stations  X- x\(Multiple Ownership), 45 FCC 2d 1476 n.1, recon. granted in part, 3 RR 2d 1554 (1964). To  xthat end, the Commission has developed a set of factors to be considered when evaluating an  x-applicant's request for waiver of the duopoly rule, including the extent of the overlap, the number  x\of media voices available in the overlap area, the distinctness of the respective markets, the  xindependence of the stations' operations, and the concentration of economic power resulting from  X- xthe combination. See Iowa State University Broadcasting Corporation, 9 FCC Rcd 481, 48788  Xk- x(1993), aff'd sub nom. Iowans for WOITV, Inc. v. FCC, 50 F.3d 1096 (D.C. Cir. 1995); H&C  XV- xLCommunications, Inc., 9 FCC Rcd 144, 146 (1993). After weighing the factors, the Commission  x-considers any public interest benefits proposed by the applicant to determine whether, in light of  X*- xthe overlap, the benefits outweigh any detriment which may occur from grant of the waiver. See,"*` ,-(-(ZZ\"  X- xze.g., Iowa State University, 9 FCC Rcd at 48788. The Commission has found the size of the  x.proposed overlap to be of "more critical concern" in cases involving requests for a permanent  xwaiver of the multiple ownership rules. With regard to temporary waiver requests, such as here,  xthe Commission is not constrained from granting a temporary waiver where circumstances "will  X- xnot significantly frustrate the policies underlying the multiple ownership rules." Telemundo  X- xGroup, Inc., Debtor in Possession, 10 FCC Rcd 1104, 1106 (1994)(quoting Family Television  X|- xCorp. , 59 RR 2d 1344, 1348 (1986)). As with any waiver, it will only be granted if the  Xg-Commission concludes that the waiver is in the public interest.   X9- ` x10.` ` Currently, the Commission is reexamining its broadcast television ownership  xpolicies, including the duopoly rule. In January 1995, the Commission proposed a new analytical  X - xframework within which to evaluate our broadcast television ownership rules. See Review of the  xCommission's Regulations Governing Television Broadcasting, Further Notice of Proposed Rule  X - xMaking, 10 FCC Rcd 3524 (1995) (Television Ownership Further Notice). Subsequent to the  X - xkrelease of that Television Ownership Further Notice, Congress directed the Commission to  X - xconduct a rulemaking proceeding to determine whether to retain, modify or eliminate existing  xlimitations on the number of television stations that an entity may control within the same  X- xtelevision market.  See Section 202(c) of the Telecommunications Act of 1996, Pub. L. No. 104 xM104, 110 Stat. 56 (Feb. 8, 1996) (Telecomm Act). In response to this Congressional directive  X[- xyin the Telecomm Act and to update the record, the Commission recently released the Review of  xythe Commission's Regulations Governing Television Broadcasting, Second Further Notice of  X/- xProposed Rule Making, FCC 96438 (released November 7, 1996) (Television Ownership Second  X- x Further Notice). In that Second Further Notice, the Commission tentatively concluded to  xauthorize common ownership of television stations that are in separate DMAs and whose Grade  xA contours do not overlap, conditioned on coming into compliance with the outcome of the  X- x-proceeding within six months of its conclusion. Television Ownership Second Further Notice at  x57. The Commission also stated that it would be disinclined to grant waiver requests not falling  X- x<into this category, absent extraordinary circumstances. Id. at 58. The applicants' waiver request  xis not consistent with our interim policy and we must, therefore, determine whether the requisite extraordinary circumstances warrant a waiver. We believe they do.  XQ- ` }x11.` `  We have stated that "in situations such as multiplestation transaction[s] . . . we  x=believe facilitating such a transaction by temporary waiver of our multiple ownership rules will  x/'promote commerce, encourage investment in the broadcast industry, and allow for the free  X - xtransferability of broadcast licenses.'" Brissette Broadcasting Corp., 11 FCC Rcd 6319, 6325  X- x(1996)(quoting Stockholders of CBS Inc., 11 FCC Rcd at 3744). We believe a multistation  xtransaction, under the circumstances present before us, weighs heavily in favor of granting a  xtemporary waiver, notwithstanding the fact that the proposal is inconsistent with our interim  x waiver policy. This merger involves a total of 11 fullservice television stations and 38 low  xpower and television translator stations. While the degree of contour overlap between the two  x\stations is nearly complete, the SeattleTacoma market enjoys a high level of diversity, with  xmultiple competing media outlets. Specifically, five other VHF television stations are licensed  xyto the market, including three major network affiliates, and four construction permits have been  xkissued for future operations. Additionally, all or part of the overlap area is served by seven"A',-(-(ZZ%"  xjcommercial and three noncommercial educational full service television stations. The market is  xalso served by 54 radio stations licensed to 31 separate owners, cable television systems with a  xpenetration of 71%, and two wireless cable systems and, according to our own staff review, five  X- x.MDS licensees. Moreover, Belo has unequivocally committed to divest KIROTV and, to that  xend, has filed an application to assign the station's license to WPXI, Inc. Under these particular  xMcircumstances, we are persuaded that a brief period of common ownership of KINGTV and  x[KIROTV, to permit orderly divestiture of KIROTV, would not so adversely affect competition  xand diversity in a wellserved market such as Seattle as to outweigh the benefits of  xaccommodating the reasonable business needs of this multistation, multimarket transaction.  xAccordingly, we will grant a temporary waiver pending consummation of the sale of KIROTV  xto WPXI, Inc. pursuant to the application for Commission consent to such sale filed on February  x-25, 1997. We also expect Belo to abide by its pledge to maintain independent operations of these television stations during its common ownership.  X - ?SATELLITE PROPOSALS  Xy- `  x13.` ` We now turn to the proposal of Belo to continue operating stations KHBCTV,  Xb- x>Hilo, Hawaii and KOGG(TV), Wailuku, Hawaii as satellites of   KHNL(TV), Honolulu, Hawaii.  XK- x Belo seeks to maintain the satellite status of these stations after the proposed transfer of control.  X4- x/The Commission requires all applicants seeking to transfer existing satellite stations and to  xcontinue those stations' satellite status to demonstrate that the stations meet our satellite policy  X- xat the time of transfer of control. See Television Satellite Stations, 6 FCC Rcd 4212, 4215  X- x(1991), on reconsideration Second Further Notice of Proposed Rulemaking in MM Docket No.  X- x@878, 6 FCC Rcd 5010 (1991), on further reconsideration Review of the Commission's  X- x\Regulations Governing Television Broadcasting, 10 FCC Rcd 3524 (1995). Pursuant to the  xCommission's satellite policy, an applicant is entitled to a presumption that its proposed satellite  x>operation is in the public interest if it meets three criteria: (1) no City Grade contour overlap  xexists between the parent and the satellite; (2) the proposed satellite would provide service to an  x>underserved area; and (3) no alternative operator is ready and able either to construct or to  XV- xpurchase and operate the satellite as a fullservice station. Id. at 4212. If an applicant cannot  XA- xqualify for the presumption, we will evaluate the proposal on an ad hoc basis to determine  X,- xwhether other compelling circumstances warrant grant of the application. Id. at 4214. While  xboth of these satellite stations do not meet each of the three presumptive criteria, we find compelling circumstances exist that warrant continued satellite authority.  X - ` Cx14.` ` With regard to the first criterion of the presumption, Belo has submitted an  x.engineering study which demonstrates that the City Grade contours of KHNL(TV) and its two  xsatellites, KOGG(TV) and KHBCTV, do not overlap. Moreover, the engineering study  xdemonstrates that there is no City Grade contour overlap between KOGG(TV) and KHBCTV,  xthe two satellite stations. Thus, both proposed satellite operations meet the first component of the presumption. "1',-(-(ZZ%"Ԍ X- ` x15.` ` With respect to the second criterion, Belo has demonstrated that the area where  X- xsatellite station KHBCTV is located is underserved by using our "reception" test. {) Xb- x#Xj\  P6G;XP#э#X\  P6G;H;P# We have also defined an "underserved area" in terms of a "transmission test," but that test is not material  {OK-here.  See Television Satellite Stations, 6 FCC Rcd at 4215. #Xj\  P6G;XP#{ That test  x deems an area as underserved if 25 percent or more of the area located within the satellite's  xGrade B contour, but outside the parent's Grade B contour, receives four or fewer services other  X- xthan the service provided by the satellite. Id. at 4215. The engineering exhibit indicates that  x>four or fewer services are received in 36 percent of that portion of KHBC's Grade B contour  xlocated outside the KHNL(TV) Grade B contour. Thus, KHBCTV serves an "underserved" area.  xTurning to KOGGTV, Belo acknowledges that the station does not serve an "underserved" area  XJ- x=as defined by the Commission in Television Satellite Stations.  However, Belo argues that the  x?unusual terrain and geographic circumstances existing in the State of Hawaii constitute  xcompelling circumstances warranting continued satellite authority. According to Belo, because  xno other nonsatellite commercial television station provides service to the KOGG(TV) coverage  xarea, the termination of the station's satellite status could result in Wailuku losing service which would not otherwise be provided by a standalone station.  X - ` x16.` ` As to the third criterion to qualify for the presumption, an applicant must  xdemonstrate that no alternative operator is ready and able to construct or to purchase and operate  xthe proposed satellite as a fullservice standalone station. In this regard, Belo has submitted a  x]statement by Raymond J. Timothy of Furman Selz, LLC, an investment banking firm with  x"extensive" experience in media transactions. In that statement, Mr. Timothy, who notes that he  x<was an advisor in a recent assignment of the license of a satellite station in Hawaii, maintains that  xneither KOGG(TV) nor KHBCTV could operate as standalone stations. Pointing to the nine  xcommercial television stations which serve Honolulu, the area's dominant population, retail and  x.financial center, Mr. Timothy believes that the significant number of competitors in the market  x<would be an impediment to both of the satellite stations' success as standalone stations. In fact,  xseveral of these nine stations have satellites that provide service to the outlying areas. Further,  xyin Mr. Timothy's opinion, the Honolulu DMA has a very large number of commercial television  xMstations given that the market served has fewer than 400,000 television households. In Mr.  x=Timothy's estimation, even if KOGG(TV) and KHBCTV served a greater portion of the market,  xno existing network would enter into an affiliation agreement providing any meaningful  xcompensation, and as independent stations, the chance of survival would be low. Thus, Mr.  xTimothy concludes that in order for KOGG(TV) and KHBCTV to survive and to provide service  xto their respective communities, they must continue to operate as satellites of KHNL(TV). After  xreview of the representations made herein, we believe that the applicants have adequately  xMdemonstrated the unlikelihood of finding an alternative operator willing and able to operate  X- x>KOGG(TV) and KHBCTV as fullservice standalone facilities.  Thus, we conclude that the applicants have satisfied the third criterion.  X"- ` Qx17.` ` Based upon the above representations, Belo has demonstrated that KHBCTV  xcomplies with the threepart "presumptive" satellite exemption standard and we shall grant it"#C,-(-(ZZe""  xcontinued satellite status. With respect to KOGG(TV), the station's satellite operation fails to  xmeet the second criterion of the presumptive standard. However, as we have noted in the past,  xwe believe satellite status is warranted in Wailuku and Hilo because, "Hawaii's geographical  X- xconstraints and limited population outside of Honolulu constitute. . . compelling circumstances."  X- x]BBC License Subsidiary, 10 FCC Rcd 10968, 10976 (1995). Specifically, the eight islands  x<comprising the State of Hawaii are separated by large expanses of water and mountainous terrain.  x=As a result, the nine standalone stations in Hawaii, all licensed to Honolulu, serve the islands  xthrough a structure of satellite stations. The eleven other fullpower television stations in the  xState of Hawaii are satellite stations. Thus, the termination of continued satellite status to  xKOGG(TV) could deprive Wailuku of service that would not likely be provided by a standalone  xoperation. Given the unique situation in the State of Hawaii outlined above, as well as  x KOGG(TV)'s satisfaction of the first and third criteria of the presumptive standard, grant of  X < x.continued satellite authority is warranted.  See BBC License Subsidiary, 10 FCC Rcd at 10976.  xAccordingly, we conclude that allowing continued operation of KOGG(TV) and KHBC(TV) as satellites of KHNL(TV) would be in the public interest.  X}-'#  CONCLUSION ă  XO- ` x18.` ` Having determined that each of the applicants is qualified in all respects, we  xconclude that grant of the proposed transfer of control would serve the public interest,  X!- xconvenience and necessity. Accordingly, IT IS ORDERED , That the petition to deny filed by  X - x Virgie L. GrantBrooks IS DISMISSED and when considered as an informal objection IS  X-DENIED .  X- ` x19.` ` IT IS FURTHER ORDERED, That the request for a temporary waiver of the  x>Commission's television duopoly rule, Section 73.3555(b), to permit the common ownership  X- xOand/or control of Seattle, Washington television stations KINGTV and KIROTV IS  X- xGRANTED , pending consummation of the sale of KIROTV to WPXI, Inc., pursuant to the  xapplication for Commission consent to such sale filed on February 25, 1997. In the event this  xtransaction becomes impossible to consummate or the parties elect not to consummate it, A. H.  xFinance Company must immediately submit alternative divestiture plans and seek further  x.authorization to continue its common ownership of KIROTV and KINGTV. If consummation  xof the sale of KIROTV to WPXI, Inc. does not occur within the 60 days provided for such  xconsummation in FCC Form 732, the parties are directed to inform the Commission of their plans to come into compliance with the broadcast ownership rules.  X!- ` Bx20.` ` IT IS FURTHER ORDERED , That the requests for continued operation of  xKHBCTV, Hilo, Hawaii and KOGG(TV), Wailuku, Hawaii as satellites of   KHNL(TV),  xHonolulu, Hawaii, pursuant to the satellite exception to Section 73.3555 of the Commission's  Xl$-Rules, ARE GRANTED "'',-(-(ZZ%"Ԍ X- ` ԙ x21.` ` IT IS FURTHER ORDERED, That the applications for transfer of control of  xlThe Providence Journal Company's aforementioned television, low power television and  X-television translator broadcast stations to AH Finance Company, ARE GRANTED . x  X-x` `  hh@ FEDERAL COMMUNICATIONS COMMISSION  X1-x` `  hh@ William F. Caton x` `  hh@Acting Secretary x` `  hh@h  X -  X -x` `  hh @hpp