WPC 2HBVX@Z3|P (TT)7PC2, XP\  P6QXP"5@^2BRdd$BBdq2B28dddddddddd88qqqYzoBNzoozzB8B^dBYdYdYBdd88d8ddddBN8ddddY`(`l2BB!BBPRBddYYYYYYzYzYzYzYB8B8B8B8ddddddddddYdddddoddYYYYYzYzYzYddddddPdBdBBBdNdz8zRdddBRoNoNNF2ZdBYddddd7>d<d<BBYYdBBddBYBdYzzzzBBBBqodYYYYYYYYYYY8888dddddddndddddddHP LaserJet IIISiRoom 610HPLAIISI.WRSXP\  P6Q,,, 1|XP2& zR@3|P Times New Roman (TT)Times New Roman (Bold) (TT)Times New Roman (Italic) (TT)"5@^2BTdd+BBd2B28ddddddddddBBdzzzzBYozzdozzooN8NTdBddYdY8dd88Y8ddddNN8dYYYNP7Pl2BB!BBPRBddzdzdzdzdzdYzYzYzYzYB8B8B8B8dddddddddoYzddddoYdzdzdzdzdYYYzYzYzYddddddPdBdBBBdYYo8oRdddzNzRdNdNNF2hdNdddddd7>d<d<BBoodBBddBoBddzzzzzzzzzzBBBBozdddddddYYYYY8888dddddddndddddYd2r@X@ @ Z"5@^2Boddȧ8BBdr2B28ddddddddddBBrrrdzNdzoȐB8BtdBdoYoYBdo8Bo8odooYNBodddYO,Oh2BB!BBPRBdodddddȐYYYYYN8N8N8N8oddddooooddoddddzodddYYYYYYddddooPoNoNBNodo8RoodȐYYoNoNNF2ldBddddddd<d<BBYYdBBddBYBdYzzzzBBBBqodYYYYYYYYYYY8888dddddddndddddddHP LaserJet IIISiRoom 610HPLAIISI.WRSXP\  P6Q,,, 1|XP2 XR>7PC2,CXP\  P6QXPIW!0(,߳h0\  P6QhP.?7UC2,XU4  pQX5PC2,3fXP*f9 xQXX X4>e X4z؃>Je X4 ` `   Federal Communications Commission FCC 97320  X4yxdddy J ` `    X4dBefore the à  X'V FEDERAL COMMUNICATIONS COMMISSION ă @Washington, D.C. 20554  Xv4In re Applications of hhCqpp)ppMM Docket No, 88183 ` `  hhCq)  XH4WOODS COMMUNICATIONS GROUP, INC.)ppFile No. BPCT870904KJ ` `  hhCq)  X 4PEARS BROADCASTING, INC.hhCq)ppFile No. BPCT871109KF ` `  hhCq)  X 4GILES TELEVISION, INC.hhCq)ppFile No. BPCT871110KE ` `  hhCq)  X 4CALDWELL BROADCASTINGhhCq)ppFile No. BPCT871110KH  X 4LIMITED PARTNERSHIPhhCq) ` `  hhCq) For Construction Permit For A New Television Station, Channel 11, Columbia, Louisiana  XK'  X4' `O R D E R ă  Adopted: September 4, 1997 ; Released: September 12, 1997  )#!N   )#!N  \ By the Commission:   1. In this Order, we deny a petition for reconsideration and a supplement thereto of our grant of a universal settlement agreement in this proceeding. We also dismiss as untimely two pleadings filed by an applicant that did not seek reconsideration of the order approving the settlement agreement within the statutorily prescribed time but which now requests that the Commission set aside that order.  X 4B I. BACKGROUND ă  X42.  Pollack/Belz Communication Company (Pollack) is the licensee of television station KLAXTV in Alexandria, Louisiana. The grade B contour of station KLAXTV overlaps that of the proposed television station on channel 11 in Columbia, Louisiana, making KLAXTV a competitor of the proposed station. On May 17, 1996 the Commission approved a universal settlement agreement in the abovecaptioned proceeding over Pollack's objections, granted the amended application of Pears Broadcasting Inc. (PBI), dismissed the   applications of Woods Communications Group, Giles Television, and Caldwell Broadcasting Limited Partnership, and denied Pollack's petition to deny and petition for leave to intervene. ":&0*''JJO$"  X4Woods Communications Group, Inc, 11 FCC Rcd 5776 (1996). Pollack filed a petition for reconsideration on June 17, 1996. Subsequently, on February 18, 1997, Pollack filed a supplement to petition for reconsideration and a motion for leave to file the supplement. PBI  X4opposes all three pleadings. ~ X44ԍ On November 25, 1996 PBI filed an opposition to the petition for reconsideration, which Giles and Caldwell support. PBI responded to Pollack's February 18, 1997 pleadings in a letter, dated March 4, 1997, to John I. Riffer, Office of General Counsel, and Giles filed comments on February 28, 1997. Thereafter, on March 17, 1997, Pollack filed a motion to strike unauthorized submissions, reply to opposition, and a reply to opposition to motion for leave to file supplement to petition for reconsideration. Pollack subsequently filed an Erratum on March 25, 1997, acknowledging that Giles' pleading was properly filed. Although Pollack is correct that 47 C.F.R.  1.106(j) specifies that oppositions to petitions for reconsideration should conform to  1.49, 1.51 and 1.52 of the Commission's Rules, the letter in question was filed within the prescribed time for opposing a petition for reconsideration, and Pollack has stated that it would not object to the resubmission of the letter in proper form. However, in view of our conclusion herein that Pollack's supplement to petition for reconsideration lacks merit, no purpose would be served by ordering the resubmission of the letter in proper form. Accordingly, we will deny the motion to strike.  Giles and Caldwell, which filed a joint petition for reconsideration on June 17, have resolved their differences with PBI and have requested that the Commission dismiss their petitions for reconsideration. Woods did not seek reconsideration, but it filed comments on December 18,   1996 asserting that the settlement agreement previously approved by the Commission has been terminated, amended or supplanted and that the Commission should therefore set aside its order approving the settlement agreement. Additionally, Woods filed a motion on August 12, 1997, which is premised on the assertion that the settlement agreement has been breached. 3. As originally filed on December 14, 1995, the settlement agreement provided that Monroe Communications L.L.C. would acquire a minority interest in the permittee and an option to acquire a 55% interest within 90 days after the station begins program test authority, that it would arrange for sufficient funds to pay the agreed upon amounts to the settling applicants (including PBI), and that it would provide all necessary funds to construct the station and place it in operation. Monroe is identified in the settlement agreement as a "limited liability company to be formed, or its assignee which shall be an entity to be  XK4controlled by Charles Chatelain."KN~ XJ!4ԍThe settlement agreements between Monroe and the three dismissing applicants are identical in this respect. The agreement with PBI states "[t]his Agreement is entered into this 13th day of December, 1995, by and among Pears Broadcasting, Inc. ('PBI'), Thomas G. Pears ('Pears'), Monroe Communications, LLC ('Monroe'), and Charles Chatelain ('Chatelain')."  Separate agreements between Monroe and each of the dismissing applicants provided for payments of $1,000,000 to Caldwell, $800,000 to Giles,"40*%%JJx" and $500,000 to Woods. Monroe's agreement with PBI provided that PBI would receive $1,000,000 when it issues the PBI stock to Monroe, and $500,000 when the Commission issues a final order approving a transfer of control application. 4. On January 31, 1996, Pollack filed a petition to deny the settlement agreement. It  X4alleged, inter alia, that the proposed agreement violated the Commission's television duopoly rules. It relied in this regard on Charles Chatelain's ownership of Monroe and of Delta Management, Inc., the licensee of Station WNTZ, Natchez, Mississippi. The A and B contours of the proposed Columbia station allegedly overlap those of Station WNTZ. 5. In response, the parties filed two pleadings with the Commission on February 20, 1996. First, in their opposition to Pollack's petition to deny, the parties denied that the proposed settlement agreement violated the duopoly rules or any other Commission rule. In the alternative, they asserted that "an amendment to the ownership structure of Pears filed contemporaneously with this opposition ensures that there are no duopoly concerns associated with the settlement." Joint Opposition to Petition to Deny, filed February 20, 1996, at 3. Second, the parties filed a supplement to joint request and two amendments to the original settlement agreement, the second of which "concern[ed] the assignment and assumption of the obligations of Monroe Communications, L.L.C., by three individuals, Paul Azar, Thomas Becnel, and Charles Chatelain." Supplement to Joint Request for Approval of Universal Settlement, filed February 20, 1996, at 2. Under the revised agreement, PBI's 100% owner, Thomas Pears, would initially retain a 55% stock interest in PBI. But PBI would issue the remaining 45% stock, instead of to Monroe, to Charles Chatelain (24%), Thomas Becnel (11%) and Paul Azar (10%) (hereafter ABC). In addition, Becnel and Azar, instead of Monroe, would receive options to purchase, subject to the Commission's prior approval, Pears' 55% interest within 90 days after the station begins program test authority. Under the revised agreement, if the options are exercised and the Commission approves the resulting transfer of control, Azar will have 51%, Becnel will have 25%, and Chatelain will have 24% voting interests in the ultimate licensee. The supplement made no change in the funding provisions of the settlement agreement, except that ABC, rather than Monroe, will direct the escrow agent to pay the $1,000,000 to PBI when it issues the 45% stock to Azar, Becnel and Chatelain. 6. By its Order of May 17, 1996, the Commission denied Pollack's petition to deny and approved the settlement agreement, as revised by the February 20, 1996 amendment. In approving the amended agreement, the Commission determined first, that the settlement agreement did not constitute a transfer of control since further Commission consent would be required if Azar and Becnel exercised their options to acquire Thomas Pears' stock; second, that the present arrangements did not violate the duopoly rules or 47C.F.R.  73.3597(a); and finally, that arguments concerning the licensee's future, potential ownership structure in the event that Azar and Becnel purchase Pears' 55% interest were premature. And, without"h$0*%%JJ"" determining whether Pollack/Belz would have standing to intervene at that later time, the Commission denied its premature intervention petition, the grant of which would not have assisted the Commission in resolving any issues presented by the settlement agreement.  X'\ II. PETITION FOR RECONSIDERATION ă 7. In its petition for reconsideration, Pollack repeats its earlier argument that Chatelain, who is the licensee of Station WNTZ (Natchez, Mississippi), is the real party in interest behind PBI. It claims that PBI has perpetrated a fraud on the Commission by not fully disclosing Chatelain's interest and his role in financing the settlement agreement. In particular, it notes that, although the agreement limits Chatelain's voting interest to 24%, the parties conceded in opposition to Pollack's petition to deny that Chatelain will have a 55% equity interest in the ultimate licensee. Pollack maintains that, in addition to making Chatelain's interest attributable for purposes of the duopoly rules, this interest is contrary to PBI's Articles of Incorporation, which provide for only one class of stock. It alleges that, although the Commission's approval of the settlement agreement was premised on the assumption that Chatelain would have only a minority interest in the ultimate licensee, no documentation was offered to demonstrate that Chatelain will be precluded from voting his ownership rights as to his entire equity interest or from exercising any managerial authority at the station. Accordingly, Pollack urges that the Commission either deny the settlement agreement or remand the proceeding to an ALJ for a hearing on various issues raised by the proposed settlement agreement. It asserts, moreover, that its participation will assist the Commission in resolving these issues, and that the Commission erred in denying its petition for leave to intervene 8. In its February 18, 1997 supplement to petition for reconsideration, Pollack relies on comments, filed December 18, 1996 by Woods, which urged that the settlement agreement approved by the Commissionon May 17, 1996 has been breached, modified or amended. It also relies on three letters to John I. Riffer, Office of General Counsel, dated December 23,  Xe41996, January 8, and January 16, 1997 and filed by either PBI or Woods.e~ X4ԍ By its December 23, 1996 letter, PBI enclosed copies of various agreements, all dated November 21, 1996, which it characterized as ancillary and intended to implement the agreement approved by the Commission. In its January 8, 1997 letter, PBI, joined by Giles and Caldwell, urged that Woods' December 18, 1996 Comments should be dismissed. Woods replied in its January 16, 1997 letter.  According to Pollack, this material reflects: (1) significant, unreported changes in the settlement agreement approved by the Commission; (2) concealment of material facts, including Monroe's current role in funding the settlement proposal and directing the station's construction and the breach of the Woods agreement; and (3) a present transfer of control of the permittee from Thomas" 0*%%JJ" Pears to Monroe. Under these circumstances, Pollack urges the Commission to rescind its approval of the agreement, which it asserts lacks good faith compliance with the Commission's rules. 9. In Opposition, PBI submits that the petition for reconsideration and supplement to petition for reconsideration should be summarily denied for failing to present any new facts or changed circumstances. In this regard, it asserts that, rather than challenging PBI's present ownership structure, many of Pollack's allegations, including those relating to Chatelain's equity interest in the ultimate licensee, again focus on the licensee's future, potential ownership structure. In a letter, dated March 4, 1997 and addressed to John I. Riffer, Office of General Counsel, PBI submits that there has been no change in the settlement agreement approved by the Commission, and that the alleged breach of the Woods agreement is a private contractual dispute to be resolved by local courts. It denies that Monroe's role in station construction deprives the permittee of control, noting that, under the PBIMonroe Construction Agreement, Monroe is to serve as PBI's contractor subject to the permittee's ultimate supervision and direction. According to PBI, the Commission has repeatedly approved this type of arrangement. PBI also denies that it sought to mislead the Commission by having Monroe's only principals (Azar, Becnel and Chatelain) hold stock in the permittee as individuals, while having Monroe (a limited liability company) enter the Construction Agreement (and perform certain functions under that agreement). It asserts that there is no real distinction between Monroe and its principals, and that this arrangement was ultimately selected for business and tax reasons unrelated to whether the Commission's May 17, 1996 order should be sustained. 10. In reply, Pollack faults PBI for not submitting all ancillary agreements (including various escrow/credit letters required for each of the settling applicants), as required by 47 C.F.R.  73.3525, and an ownership report, as required by 73.3615, and for not complying with section 73.3613, which requires permittees to file certain contracts within thirty days of their execution. In response to PBI's March 4, 1997 letter, Pollack urges that Monroe's renewed involvement cannot be squared with PBI's February 20, 1996 amendment substituting Azar, Becnel and Chatelain for Monroe; that Monroe's present control of PBI, as evidenced by the Construction Agreement, raises the duopoly issues originally presented in its previously denied January 31, 1996 petition to deny; and that PBI has an affirmative obligation to submit documents clarifying questions concerning Monroe's formation and ownership structure.  X4E III. DISCUSSION ă  X!411.  As an initial matter, we note that Woods did not seek reconsideration of the Commission's approval order within the statutorily prescribed time. Its December 18, 1996 and August 12, 1997 pleadings are therefore untimely petitions for reconsideration of that  Xh$4Order and must be dismissed. See 47 U.S.C.  405. We also deny Pollack's petition for"h$0*%%JJ"" reconsideration and its supplement thereto. For the reasons set forth below, we find that Pollack does not rely on new or changed facts that warrant reconsideration. Specifically, we conclude that PBI has not misrepresented material facts concerning the settlement agreement either before or after it was approved by the Commission, and that neither Monroe's preconstruction activities nor its funding responsibilities demonstrate a present transfer of control or otherwise warrant reconsideration. We therefore reaffirm our earlier determination that this is a good faith settlement agreement warranting approval. 11 FCC Rcd at 5777  6.  XH4\12.  Misrepresentation/Lack of candor: Ġ Pollack claims that PBI deliberately concealed the extent of Chatelain's interest, material changes in the settlement agreement approved by the Commission, the contractual dispute with Woods over various ancillary matters relating to the settlement agreement, and Monroe's obligations under the revised settlement agreement. We reject these contentions and find no substantial and material question of fact in this regard. 13. Turning first to Chatelain's interest, there is no evidence that PBI has deceived the Commission concerning this matter. Under the terms of the settlement agreement, Chatelain receives a 24% stock interest in PBI, whereas Azar and Becnel receive stock interests and options to acquire Thomas Pears' majority stock interest in PBI. However, the parties disclosed in their February 20, 1996 joint opposition to Pollack's petition to deny that, if Azar and Becnel exercise those options and the Commission approves the resulting transfer of  X4control, Chatelain would have a 55% equity interest (in addition to his 24% stock interest).`~ X4ԍSeeĠJoint Opposition to Petition to Deny at 89. ` This voluntary disclosure in a pleading that predated Commission approval of the settlement  X4agreement belies any intent to deceive the Commission.y~ X4ԍAn intent to deceive is an essential element of a misrepresentation or lack of candor  X4showing. Swan Creek Communications, Inc., 39 F.3d 1217, 1222 (D.C. Cir. 1994). And, because Chatelain's equity interest is contingent upon Azar and Becnel actually acquiring Pears' majority stock interest, we conclude that the parties did not violate section 73.3525(a) governing settlement agreements, by not disclosing Chatelain's future 55% equity interest in the settlement agreement submitted for Commission approval. Section 73.3525(a) requires the submission at the time of the settlement agreement of all ancillary agreements. Ancillary agreements are defined under section 73.3525(k) as those "relating to the dismissal of an application or the settling of a proceeding." Given that the rationale of the rule concerns payments to settling applicants, along with the fact that the Commission must approve any ultimate transfer of control (i.e., if Azar and Becnel exercise their options to acquire Thomas Pears' 55% stock interest in the permittee), the future equity holdings of individuals initially holding only a minority stock interest in the permittee, while relevant to any such transfer of control application, have no bearing on the agreements with, or consideration paid to, the three"0*%%JJx" original dismissing applicants. 14. Nor is there merit to the suggestion that reconsideration is warranted because the Commission's approval of the settlement agreement was premised on Chatelain having a minority interest in the ultimate permittee. In approving the settlement agreement, the Commission was very clear that questions concerning the licensee's potential ownership if the options are exercised are premature. The assertions concerning Chatelain's potential 55% equity interest, like the other allegations concerning PBI's future ownership structure, depend on Azar and Becnel actually exercising their options to acquire the remaining voting stock from Thomas Pears. Any questions concerning Chatelain, including whether any possible equity interest is authorized by PBI's thencurrent Articles of Incorporation, the efficacy of any mechanism purporting to limit his voting rights to 24%, as well as his relationship to Azar and Becnel, can more properly be addressed in connection with a transfer of control application that the Commission must consider if the options are exercised. 15. We consider next Pollack's assertion that PBI has concealed material changes in the settlement agreement approved by the Commission and the unresolved contractual dispute with Woods. Pollack relies on the recent execution by some of the parties of implementing agreements on various ancillary matters (such as the funding of escrow accounts), and on the fact that similar agreements were not reached with Woods. However, the parties submitted copies of the agreements to the Office of General Counsel on December 23, 1996 along with  X4a letter stating that they were not executed until November 21, 1996.~ X4ԍSee Letter, dated December 23, 1996, from John T. Scott, Counsel for Pears Broadcasting Inc. to John I. Riffer, Office of General Counsel. The attached agreements pertain to dismissing applicants Giles and Caldwell, and we do not read the accompanying letter as affirmatively representing that agreements had been reached with all three applicants or otherwise concealing the unresolved contractual dispute with Woods over various ancillary matters. Furthermore, PBI was not obliged to report its dispute with Woods over these ancillary matters since this dispute has no bearing on the public interest rationale for approving the settlement agreements. PBI is correct that the alleged breach of the settlement agreement with Woods is a private contractual dispute to be decided by the local  Xe4courts, rather than by the Commission. McAlister Television Enterprises, 60 RR 2d 1379, 138384 (1986). As to the claim that there have been material changes in the settlement approved by the Commission, the documents submitted on December 23, 1996 reflect ancillary matters (including various credit, security, and escrow letters) expressly contemplated by, rather than material changes in, that agreement. Additionally, with regard to the alleged violations of  73.3525, 73.3613, and 73.3615, PBI submitted an ownership report on January 2, 1997 that includes copies of the implementing agreements. There is no evidence that either the approximately fivemonth delay in submitting the ownership report or" b0*%%JJ." the oneday delay in submitting the November 21, 1996 escrow/credit agreements was intentional or anything other than inadvertent. Finally, section 73.3525(a)'s requirement to include all ancillary agreements with the settlement agreement does preclude postsettlement arrangements that are necessary to effectuate the agreement. 16. We now address Pollack's allegation that, by amending the agreement to substitute ABC for Monroe, PBI concealed Monroe's continuing obligations under the revised settlement agreement. We find that, although PBI could have been more forthcoming concerning this matter, there is no evidence of intentional concealment. Broad language in the February 20, 1996 supplement to joint request and the attached second amendment reflects that "the rights of Monroe under said Agreements . . . are assigned to, and the obligations of Monroe under said Agreements are assumed by, Paul Azar, Thomas Becnel and Charles Chatelain" (para. 1). Nevertheless, the amendment did not change Monroe's obligations under section 5 of the December 14, 1996 Universal Settlement Agreement and section 3 of the December 13, 1995 Settlement Agreement, respectively, to "establish escrow account(s) or letters of credit . . . with funds sufficient to pay the agreed upon amounts to all Settling Applicants and Pears," and to "provide all funds necessary to construct the station and place it in onair operation." Rather, it revised sections 2(b) and 4 of the agreement, which relate to the initial 45% stock interest, to directing the escrow agent to disburse funds to PBI, and to the option to acquire  XK4the remaining 55% stock interest.HK~ X4ԍParagraph 2 of the Second Amendment states: "Section 2(b) of the Agreement between Pears and Monroe is amended to provide that, instead of to Monroe, PBI shall issue shares of stock in PBI representing fortyfive percent (45%) of the outstanding stock in PBI to Dr. Paul Azar (10%), Thomas Becnel (11%) and Charles Chatelain (24%), and Messrs. Azar, Becnel and Chatelain shall cause the escrow agents to disburse the Escrow Amount to be disbursed to PBI. All interest earned on the Escrow Account shall be disbursed, instead of to Monroe, to Messrs. Azar, Becnel and Chatelain, as they instruct in writing. Except as to the change in parties identified above, this section shall be unchanged."  Moreover, the amendment states that "[a]ny personal guarantees of the financial obligations owed by Monroe as a consequence of the Agreements shall remain as set forth in the Agreements and shall not be expanded or diminished by this Second Amendment." (para. 4). This makes it clear that the amendment does not completely terminate Monroe's involvement in the settlement agreement. Reading the Second Amendment as a whole, it therefore appears that the "obligations" being assumed by Messrs. Azar, Becnel and Chatelain are Monroe's obligations under section 2(b) of the agreement to direct the disbursement of escow funds to PBI. Thus, the Amendment itself was not misleading, and reading it together with the original agreement makes it clear that Monroe remains obligated to fund the settlement agreement and the station's construction. "N0*%%JJ"Ԍ17. Two circumstances reinforce our conclusion that PBI did not misrepresent Monroe's status under the revised settlement agreement. First, the thrust of the amendment, the supplement to the joint request for approval of settlement agreement, and the joint opposition to petition to deny, all filed on February 20, 1996, was to refute the assertion in Pollack's petition to deny that the settlement proposal violated the duopoly rules. Second, given its focus on that allegation, PBI did not make any representation in these pleadings regarding the funding of the settlement agreement or the station's construction. That Pollack's duopoly allegation was the focus of the amendment is confirmed by the Applicants' assertion in their joint opposition that, as a result of the substitution of ABC for Monroe, only Azar (with a 51% interest in the permittee if he exercises his option to acquire a 41% stock interest from Thomas Pears) will have a cognizable interest in the ultimate licensee for  X 4Columbia under the multiple ownership rules. ~ X| 4ԍThe Applicants relied on Section 73.3555 (Note 2(b)), which specifies that "no minority stock interest will be cognizable if there is a single holder of more than 50% of the outstanding voting stock of the corporate broadcast licensee." Having focussed on the narrow claim that Monroe's interest would violate the duopoly rules and having amended its ownership structure to eliminate any such concern, the Applicants did not address Monroe's obligations under the revised agreement. However, as noted above, careful review of the original agreement and of the February 20, 1996 amendment reveals that the substitution of ABC for Monroe did not affect Monroe's funding responsibilities under the settlement agreement. 18. Nor was the Commission's approval of the settlement premised on the mistaken notion that ABC had assumed all of Monroe's responsibilities. Following submission of the February 20, 1996 amendment substituting ABC for Monroe, Pollack noted that the amendment was silent on the question of funding. It urged that, in the absence of information as to the source of funding, Chatelain must be regarded as the realpartyininterest behind ABC under the revised settlement agreement substituting Messrs. Azar, Becnel and Chatelain for the original Monroe. 11 FCC Rcd at 577677  56. In approving the agreement the Commission did not address this claim. Pollack surmises that this silence signifies that approval of the agreement was premised on the assumption that Monroe would not have any responsibilities under the revised agreement. However, Pollack's claim that Chatelain is the real party in interest behind ABC is premature, no matter who provides the necessary funds, as long as ABC holds only a minority stock interest in, and PBI's majority stockholder retains control of, the permittee. Thus, the Commission, in approving the settlement agreement had no reason to address this claim regarding whether Chatelain would be the real party in interest after a future transfer application, and its silence concerning Monroe certainly does not imply that the settlement agreement would violate the duopoly rules or embody a present transfer of control unless Monroe's role is entirely terminated. " K0*%%JJQ"Ԍ19. Apart from Monroe's continuing involvement in the settlement agreement after the February 1996 amendment, Pollack asserts that PBI has also been less than forthcoming about Monroe's ownership structure and the identity of its principals. We find no merit to these allegations. Language in the February 20, 1996 joint opposition to petition to deny indicates that Messrs. Azar, Becnel and Chatelain were members of Monroe LLC from the start. In this regard, the parties stated that, due to significant time constraints (i.e., the then December 15, 1995 filing deadline for universal settlements eligible for the waiver of the payment limitations), "the proposed principals of Monroe LLC elected promptly to form a limited liability company (L.L.C.) as the proposed entity to execute the agreements and assume the obligations but did not finalize the ownership structure"; and that, upon further review of the tax and business considerations, they have slightly revised the agreement so that the initial 45% interest in PBI will be held by Azar, Becnel and Chatelain rather than by Monroe L.L.C. Joint Opposition at 56. That Monroe's formal creation postdated the December 1995 signing  X 4of the original settlement agreements is confirmed by language in the agreements, see  X 4paragraph 3 above, and by a subsequent amendment.  v ~ X74ԍSee Amendment, dated January 19, 1996 and attached to the February 20, 1996 Supplement to Joint Request for Approval of Universal Settlement. The Amendment states that "[o]n or before January 26, 1996, Monroe [Broadcasting, LLC] shall provide the Applicants with evidence of its existence as a duly incorporated or established corporation, limited liability company or other entity, and in such notice shall reaffirm its obligations under the Agreement".  More recently, PBI's March 4, 1997  X 4letter submitted in response to Pollack's supplement to petition for reconsideration, see n.1  X4supra, asserts that there is no real distinction between the three individuals and Monroe, and explains that business and tax reasons motivated their decision to own their PBI stock as  Xb4individuals but to enter certain agreements through the Monroe entity. Letter at 23. 20. Thus, notwithstanding Pollack's suggestion that unresolved questions concerning Monroe impugn the settling parties' credibility and good faith, it appears that the haste with which the settlement agreements were put together, rather than deliberate misrepresentation or lack of candor, is responsible for much of the confusion here, including the inconsistencies  X4noted by Pollack as to Monroe's name and place of incorporation. ~ X4ԍMonroe Broadcasting, LLC was a named party to the original settlement agreements whereas Monroe Communications, LLC was a party to the November 21, 1996 Construction Agreement. The original settlement agreement indicated that Monroe would be a Delaware limited liability company, but PBI's March 4, 1997 letter reflects that Monroe is a Louisiana limited liability company. In any event, PBI has clarified that Monroe is an existing Louisiana limited liability corporation with three members" [ 0*%%JJ"  X4(Azar, Becnel and Chatelain) and two managers (Azar and Becnel).s ~ Xy4ԍ Letter, dated March 4, 1997 to John I. Riffer, supra., n.1, at n.2. s PBI could have been clearer about the relationship of Azar, Becnel and Chatelain to Monroe from the start, and its failure to do so has delayed resolution of this proceeding. However, in the absence of evidence of deliberate misrepresentation or lack of candor, PBI's silence concerning Monroe's responsibilities under the revised settlement and its ownership structure does not warrant reconsideration. Whether Monroe or ABC initially holds the 45% stock interest in PBI, the media interests of such stockholder(s) are irrelevant as long as Thomas Pears has a 55% stock interest and retains control. Thus, we can discern no motive for PBI to have concealed the MonroeABC relationship. Yet, as Pollack notes, even after filing that amendment, PBI has described Monroe (rather than its individual principals) as holding PBI stock and an option to  X 4acquire control.2 1 y~ XD 4ԍ See, e.g., Letter, dated December 23, 1996, from John T. Scott, Counsel for Pears Broadcasting Inc. to John I. Riffer, Office of General Counsel at 2 ("Pollack/Belz continues to speculate that there must have been some change in the PBI articles of incorporation to create two classes of stock, thereby somehow granting one of Monroe's principals voting control at this time. Again, this is wrong. . . . There is only one class of stock, and Thomas Pears controls a majority of that stock. That fact will not change unless and until Monroe exercises its option to acquire control of PBI, and the Commission approves that transfer of control. At that time, the Commission (and Pollack/Belz) may fully consider the merits of Monroe's assumption of control."). 2 Far from demonstrating a lack of candor or a lack of good faith by the settling parties, however, such imprecision as to the identity of PBI's minority stockholders and the optionholder refutes Pollack's claim of an intent to conceal either the ABCMonroe connection or Monroe's role under the revised settlement. We do caution PBI to exercise more care in the future, however.  X421.  Transfer of Control : We also reject Pollack's allegations relating to Monroe's obligations under the revised settlement agreement. None of these allegations support a conclusion that Thomas Pears no longer has control of the permittee or otherwise warrant reconsideration of our order approving the settlement agreement.  X422. First, Monroe's obligation to fund the settlement agreement is not prima  X4facieĠevidence of an unauthorized transfer of control. We have approved similar transactions in which an applicant retained control but sold a substantial ownership interest in the permittee (and an option to acquire control) to a nonparty, which would fund the settlement" r 0*%%JJ"  X4payments and the construction/operation of the proposed station.  H~ Xy4ԍSee e.g., Rem Malloy Broadcasting, Inc., 11 FCC Rcd 4064  1618 (Rev. Bd. 1996),  Xb4recon. denied, 11 FCC Rcd 10823 (1996) (applicant restructured by selling 49% equity interest to person who would finance the payments due under the settlement agreements and the station's construction, receive an option to purchase a controlling interest and enter into  X4Program Affiliation Agreement). SeeĠalso Poder Broadcasting, Inc., 11 FCC Rcd 3491 (Rev. Bd. 1996) (applicant restructured by selling 49% of voting stock to company, which would finance the settlement, receive an option to acquire the remaining stock, and enter into a time brokerage agreement).  23. Second, Pollack claims that, although the settlement agreement provides that PBI's Thomas Pears will retain control of the station's construction/operation until issuance of a final order approving any transfer of control application and the Commission relied on this provision in approving the settlement agreement, Monroe has already begun to direct the construction of the station. Pollack is correct that the Construction Agreement, executed on November 21, 1996, reflects that Monroe was involved in preconstruction activities before the Commission approved the settlement agreement. It specifically indicates that, prior to the effective date of the construction agreement, PBI and Monroe had consulted and agreed that Monroe would purchase transmitter equipment and execute certain option and lease agreements, and that property purchased in this manner shall be property of the Station. Construction Agreementat 3. 24. We disagree, however, that activities performed pursuant to that construction agreement suggest an unauthorized transfer of control. By authorizing Monroe to select, install, and purchase the station's equipment as PBI's contractor and providing that property so  Xy4acquired shall be station property, id. at 2, the Construction Agreement merely implements the settlement agreement approved by the Commission. As discussed in  16 above, that agreement requires that Monroe provide "all funds necessary to construct the station and place it in onair operation." MonroePBI Agreement, 3. Pollack has not documented its claim that Monroe's role as a contractor under the terms of the Construction Agreement is mere window dressing and that ultimate responsibility for construction rests with Monroe. Nor is there any evidence of a departure from the terms of the Construction Agreement, which provide for ultimate supervision and direction by the permittee. The agreement also provides that in the event that the parties commence a Local Marketing Agreement pursuant to paragraph 4(d) of the Settlement Agreement, Pears shall have the right to reserve up to two hours per week for his own noncommercial programming and to preempt brokered programming where required by the FCC and the public interest. Construction Agreement 5. Under these circumstances, none of Monroe's activities raise a substantial and material question of fact that there has been"e  0*%%JJ#"  X4an unauthorized transfer of control.H~ Xy4ԍSee North Texas Radio, Inc., 11 FCC Rcd 8531, 8538 (1996) (activities performed pursuant to a contract provision requiring buyer and seller to cooperate in the relocation of  XK4station facilities did not warrant an unauthorized transfer of control issue); American Music  X44Radio, 10 FCC Rcd 8769, 877172 (1995) (where licensee of silent station had lost transmitter site and broadcast equipment through foreclosure proceedings, neither Program Service Agreement nor agreements under which proposed assignee would construct the station and lease the constructed facility to the licensee on a monthly basis established an unauthorized transfer of control). Nor does Monroe's continued role raise a possible duopoly violation or otherwise warrant reconsideration, inasmuch as Monroe's construction, programming, and funding responsibilities under the revised settlement do not deprive Thomas Pears of control. 25. As further evidence of Monroe's control, Pollack cites the November 21, 1996 Letter Agreement between Charles Chatelain and Thomas Pears, one of the ancillary agreements submitted on December 23, 1996 and attached to the January 2, 1997 ownership report. The Letter Agreement states: "Should ABC and/or Monroe Broadcasting LLC ("Monroe") sell, assign, transfer or convey in any fashion the stock ownership of ABC in PBI, ABC and/or Monroe's rights under the Settlement Agreement and/or Monroe's and/or PBI's assets to a third party within two (2) years of the date of this letter, Chatelain will reimburse in cash up to $100,000.00 in legal expenses, incurred by Pears in connection with this transaction." Pollack is quite right that the Commission has neither approved "Monroe's rights under the Settlement Agreement" nor authorized Monroe to "sell, assign, transfer or convey" PBI stock. However, the quoted passage does not establish that Monroe presently owns any PBI stock, has any rights under the settlement agreement, or contemplates acquiring such stock/rights in the future. Moreover, under the terms of the settlement agreement ABC could assign their rights to Monroe, presumably without notice to or consent  XK4from PBI, since they are Monroe's only principals.DK~ X4ԍSee PBIMonroe Agreement  10 Assignment, providing that "[e]ach party may assign its rights and obligations under this Agreement to another entity controlled by, under the control of, or under common control with, that party, without the consent of the other parties."D Under these circumstances, we construe the inclusion of Monroe in the quoted provision as simply protecting Pears' right to the promised payment even in the event of an assignment of ABC's rights to Monroe. And, in any event, the assignment of a majority interest in the permittee/licensee to Monroe (or to any individual or entity other than Thomas Pears) will require Commission approval.  X4 26. Finally, the suggestion that, because Chatelain will have a 55% equity interest (albeit only a 24% voting interest) in the permittee/licensee if Azar and Becnel acquire Thomas Pear's 55% voting stock, Chatelain may presently have an undisclosed equity interest" [ 0*%%JJ" in PBI is sheer speculation. Having unambiguously stated that Chatelain's 55% equity interest was dependent on Azar and Becnel acquiring Thomas Pears' stock interest, PBI was not obliged to submit documentation otherwise corroborating that assertion. Nothing in the record indicates that Chatelain currently has, or will have, anything other than a 24% voting interest unless Azar and Becnel exercise their options to acquire Thomas Pears' 55% stock interest. Nor is there evidence that his current role in the permittee is inconsistent with his having a minority 24% stock interest. And, to the extent that Pollack relies on the fact that the articles of incorporation do not currently provide for nonvoting stock, this is not probative of Chatelain's present ownership interest or role in the permittee, particularly since nothing would preclude a subsequent amendment authorizing nonvoting stock in the future. \27. In sum, neither Monroe's preconstruction activities nor its obligation to fund the settlement agreement suggest a present transfer of control. Pollack's remaining allegations are unpersuasive and simply repeat its earlier, premature contentions concerning the  X 4permittee's potential ownership structure and thus do not warrant reconsideration. See WWIZ,  X 4Inc., 37 FCC 685 (1965), aff'd sub. nom. Lorain Journal Co. v. FCC, 351 F.2d 824 (D.C. Cir. 1965), holding that the Commission does not grant reconsideration for the purposes of debating matters on which it has already deliberated and spoken. 28. ACCORDINGLY, IT IS ORDERED, That the Motion for Leave File Supplement filed February 18, 1997, by Pollack/Belz IS GRANTED and the Supplement to Petition for Reconsideration filed February 18, 1997, by Pollack/Belz IS ACCEPTED; that the Petition for Reconsideration filed June 17, 1996, the Supplement to Petition for Reconsideration filed February 18, 1997, the Motion to Strike Unauthorized Submissions filed March 17, 1997, and the Erratum thereto filed March 25, 1997, by Pollack/Belz ARE DENIED; that the Withdrawal of Joint Petition, filed November 27, 1996, by Giles Television, Inc. and Caldwell Broadcasting Limited Partnership IS GRANTED and their Joint Petition for Reconsideration, filed June 17, 1996 IS DISMISSED; and that the Comments and Statement of Position, filed December 18, 1996, and the Motion for Order That This Comparative Case is Subject to New Sec. 309(l) of the Communications Act, filed August 12, 1997, by Woods Communications Group, Inc. ARE DISMISSED.  29. IT IS FURTHER ORDERED, That the Motion for Extension of Time, filed December 4, 1996, by Pollack/Belz Communication Co., Inc. and the Requests for Extension of Time, filed July 1, 1996, July 15, 1996, July 29, 1996, August 12, 1996, August 26, 1996, September 9, 1996, September 23, 1996, and October 23, 1996, by Pears Broadcasting, Inc.  X 4ARE GRANTED nunc pro tunc; and that the time for filing a reply to Pears' Opposition IS  X!4EXTENDED nunc pro tunc to December 18, 1996 and the time for responding to Pollack's  X"4Petition for Reconsideration IS EXTENDED nunc pro tunc to November 25, 1996. "h$0*%%JJ""Ԍ ` `  hhCFEDERAL COMMUNICATIONS COMMISSION ` `  hhCWilliam F. Caton ` `  hhCActing Secretary