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A. 1. a.(1)(a) i) a) 1. 1. 1. a.(1)(a) i) a)#&J\  P6QgP&P#22X@r@@ Uy.C8*,/C\  P6QPV2J=.,gP&J\  P6Q&P<W2N=.,&N4  pQ&P,%,׵J,\  P6QJPI(!XI,(\  P6Q,P{,C8*X3,C*f9 xQX0J=.X3&J*f9 xQ&X"5@^*7DTT77T^*7*/TTTTTTTTTT//^^^Jxooxf\xx7Axfxx\xo\fxxxxf7/7NT7JTJTJ7TT//T/TTTT7A/TTxTTJP!PZ*7777BE7TTxJxJxJxJxJooJfJfJfJfJ7/7/7/7/xTxTxTxTxTxTxTxTxTxTxJxTxTxTxTxT\TxTxJxJoJoJoJfJfJfJxTxTxxTxTxTxTBT7T777TAxTf/fExTxTxTxo7oE\A\AN:*KT7JTTTTT.3}}T2T}277JJT77TT7J72t7[[[[^ee*B`^-wSTTn[Cfx`xWkRx[\[ceIfIs`Wx[rriwhe*7DTT77T^*7*/TTTTTTTTTT//^^^Jxooxf\xx7Axfxx\xo\fxxxxf7/7NT7JTJTJ7TT//T/TTTT7A/TTxTTJP!PZ7TJTT7\777JJ:T7A7xx*7TTTT!T7.T^7TB[227`K*723T}}}Jxxxxxxoffff7777xxxxxxx^xxxxxx\TJJJJJJoJJJJJ////TTTTTTT[TTTTTTT"5@^.=K\\!==\h.=.3\\\\\\\\\\33hhhRzzpf=Gpfzfpp=3=V\=R\R\R=\\33\3\\\\=G3\\\\RX%Xc.====IL=\\RRRRRzzRpRpRpRpR=3=3=3=3\\\\\\\\\\R\\\\\f\\RRzRzRzRpRpRpR\\\\\\I\=\===\G\p3pL\\\z=zLfGfGN@.S\=R\\\\\39\7\7==RR\==\\=R=7t=ddddhoo.Iih2[\\ydCpi`vZdfdloPpPi`d}}tro.=K\\!==\h.=.3\\\\\\\\\\33hhhRzzpf=Gpfzfpp=3=V\=R\R\R=\\33\3\\\\=G3\\\\RX%Xc=\R\\=f===RR@\=G=.=\\\\%\=3\h=\Id77=iS.=79\Rzpppp====hf\RRRRRRzRRRRR3333\\\\\\\d\\\\\\\"5@^.=f\\3==\i.=.3\\\\\\\\\\==iii\zzpG\zpfzz=3=k\=\fRfR=\f3=f3f\ffRG=f\\\RH(H`.====IL=\f\\\\\RzRzRzRzRG3G3G3G3f\\\\ffff\\f\\\\pf\\\RRRzRzRzR\\\\ffIfGfG=Gf\fz3zLff\RRfGfGN@.c\=\\\\\\7<\7\7==\\\==\\=\=7t=ddddioo.Iii2[\\ydCpi`vZdfdloPpPi`d}}tro.=f\\3==\i.=.3\\\\\\\\\\==iii\zzpG\zpfzz=3=k\=\fRfR=\f3=f3f\ffRG=f\\\RH(H`=\\\\=f===\\@\=G=.=\\\\(\=7\i=\Id77=ic.=7<\\zzzzGGGGipf\\\\\\RRRRR3333\f\\\\\d\ffff\f2d@d@Z@$"5@^%-77\V%%7>%7777777777>>>1eOIIOC=OO%+OCbOO=OI=COOhOOC%%47%17171%777V7777%+77O77155<%%%%,-%77O1O1O1O1O1bII1C1C1C1C1%%%%O7O7O7O7O7O7O7O7O7O7O1O7O7O7O7O7=7O7O1O1I1I1I1C1C1C1O7O7OO7O7O7O7,7%7%%%7+O7CC-O7O7O7bOI%I-=+=+N&27%177777"SS7!TT7S!%%117n%%77ln%1n%!t%<<<<>mCCs,?>[O6Wms[77TTTH_%7777777777>>>1eOIIOC=OO%+OCbOO=OI=COOhOOC%%47%17171%777V7777%+77O77155%T7,OOOOOO=7111111I111117777777<7777777"5@^!)22SN!!28!2222222222888-\HCCH=7HH!'H=YHH7HC7=HH^HH=!!/2!-2-2-!222N2222!'22H22-006!!!!()!22H-H-H-H-H-YCC-=-=-=-=-!!!!H2H2H2H2H2H2H2H2H2H2H-H2H2H2H2H272H2H-H-C-C-C-=-=-=-H2H2HH2H2H2H2(2!2!!!2'H2==)H2H2H2YHC!C)7'7'N#-2!-22222KK2LL2K!!--2d!!22bd!-d!t!77778c<1997, Hilton and HLT delivered to ITT a written notice of intention to nominate their candidates for  xelection to the ITT board of directors. Hilton and HLT also filed suit against ITT in Nevada federal  S6 - x.district court seeking injunctive and declaratory relief to, inter alia, forestall any effort by ITT to amend  xits bylaws, postpone its annual shareholders' meeting, or take any other action to frustrate the proxy  xcontest that Hilton intends to conduct to replace the ITT board of directors. The Nevada district court  xzdenied on April 21, 1997, Hilton's motion for preliminary injunction to require ITT to hold its annual  xshareholders' meeting in May, and this denial was subsequently affirmed on appeal. In an order dated  S8- xOctober 2, 1997, the Nevada court ordered, inter alia, that ITT's annual shareholders' meeting shall be held  x\no later than November 14, 1997. Following the district court's order, ITT announced that its annual shareholders' meeting will be held on November 12, 1997.  S:-: PROXY CONTEST   x4. Section 310(d) of the Communications Act of 1934 (Act), 47 U.S.C.  310(d), mandates that  S- xyCommission consent be obtained prior to a transfer of control of licensed stations. In Committee for Full  So- xValue of Storer Communications, Inc., 101 FCC 2d 434, 44348 (Storer I), aff'd sub nom. Storer  S=- xCommunications, Inc. v. FCC, 763 F.2d 436 (D.C. Cir. 1985) (Storer II), we determined that, while the  S - xzuse of a proxy mechanism to effectuate a precipitous replacement of the entire board of a corporation  xconstituted a transfer cognizable under Section 310(d), such a change was not substantial and therefore  S- xdid not require use of longform procedures. Instead, we determined in Storer to require the submission  xof a shortform application, supplemented by information on the citizenship, other attributable media  xinterests, and adverse findings regarding law violations on the part of the proposed board nominees.  S - xSubsequently, in our Tender Offers and Proxy Contests (Tender Offers) policy statement, 9 {O]"- xԍ 59 RR 2d 1536 (1986), appeal dismissed sub nom. Office of Communication of the United Church of Christ  {O'#-v. FCC, 826 F.2d 101 (D.C. Cir. 1987). we reexamined  S- xStorer I and II, and concluded that the Commission should "continue to use the modified short form  S- xprocedural approach utilized in Storer in conjunction with insubstantial transfers of control resulting from  Sw- xproxy contests." Tender Offers, 59 RR 2d at 1552. Pursuant to this procedure previously established by  xthe Commission, HLT has submitted a shortform application, supplemented with information concerning  S - xthe citizenship, attributable media interests and adverse legal findings of the slate of proposed nominees"  ,l(l(,,F#" to the ITT board.  S-  x5. ITT's Objections. In its objections, ITT asserts that, contrary to HLT's position, the  Sh- xCommission in Storer I did not determine that replacing the board of directors of a company always  xyconstituted an insubstantial transfer of control. Rather, according to ITT, the Commission and the Court  S- x of Appeals in Storer II emphasized that transfer of control issues are "critically dependent upon the  S- xspecific factual circumstances of each case," Tender Offers, 59 RR 2d at 1543, and must be determined  S- x="on a casebycase basis." Storer II, 763 F.2d at 442. ITT asserts that HLT has not provided sufficient  x[information in its shortform application for the Commission to conclude that the transfer resulting from  S:- xMa successful proxy contest would be an insubstantial transfer of control.MX:9 yO - xԍ In particular, according to ITT, HLT has not provided a full description of the reasons for the proxy contest,  xthe actions that the new directors would take if elected, or the nature of the ties and relationships between the proposed ITT directors and Hilton.M Unless such information is provided, ITT contends that HLT's shortform application must be denied.   x6. According to ITT, if the Commission chooses to act on the limited information provided by  Sn - xMHLT, then the application must be denied because, unlike Storer I/II, the result of a successful proxy  xcontest would be a substantial transfer of control of the licensee of WPXNTV to HLT, which requires  S - xa longform application. In Storer I/II, the proposed new board wasO#6}, according to ITT, pledged to maximize value to the  xshareholders by liquidating the assets of Storer Communications, but no specific transactions had been  xplanned and no buyers identified. In this case, O#6}   O#6} the Hilton nominees to the ITT board are committed to  x[supporting the tender offer and merger of ITT with Hilton or HLT. Given this commitment, ITT argues  xthat approving the proxy solicitation is the same as approving the underlying transaction, which of course  xrequires a longform application. Because HLT's proxy solicitation specifically is intended to facilitate  x/the transfer of stock from ITT shareholders to Hilton, and ultimately the merger of ITT into another  xcompany, then the Commission should, ITT contends, conclude that a successful proxy solicitation would  xresult in a substantial change of control and that HLT's shortform application must accordingly be  S?-denied.7?9 yO- xԍ In a letter to the Commission dated March 31, 1997, ITT reiterated this argument, and, to illustrate further the  xv commitment of Hilton's proposed ITT board nominees to support the tender offer and merger, attached the final proxy  xwstatement filed by HLT and Hilton with the Securities and Exchange Commission on March 21, 1997. We will deny  xHilton's motion filed April 4, 1997, to strike this letter as an unauthorized pleading, and will consider the letter in  xthe interest of considering all relevant facts and information. We have also similarly considered all subsequent pleadings and supplemental information filed by the parties pertaining to the proxy contest shortform application.7  S-  x7. Reply of Hilton and HLT to ITT's Objections. In reply, Hilton asserts that ITT's arguments are  S- xzinconsistent with both the Tender Offers and Proxy Contests policy statement and judicial precedent.  Su- x>Specifically, Hilton argues that, under Storer I/II, its planned proxy contest involves an insubstantial  SC-change of control.  S-  x8. Discussion. After review of the shortform application and the related pleadings, we will grant  xjHLT's application filed to facilitate its planned proxy contest. As an initial matter, we do not agree with  xITT that HLT has not provided sufficient information in its application. HLT's application states that it  SE- xintends to nominate and solicit proxies for the election of a slate of nominees to the ITT board who  xsupport the tender offer and the ultimate merger of ITT with HLT or Hilton, subject to the new directors'  xfiduciary duties to consider competing offers that may be made. In addition, HLT's supplemented short S- xjform application includes, as required by the Tender Offers policy statement, information concerning the"` ,l(l(,, "  S- x[citizenship, attributable media interests and adverse legal findings on the part of its proposed nominees. 9 yOh- xKԍ ITT points out that HLT has furnished no information about significant nonattributable equity interests in  xwmedia or other "meaningful relationships" with other colocated media interests that might trigger the Commission's  xcrossinterest policy. ITT's implication that crossinterest issues may exist is, however, entirely unsupported and speculative.  xyMoreover, additional information on HLT's proposed board nominees and their ownership of, and recent  xtransactions involving, ITT and Hilton stock has been included in Hilton's Tender Offer Statement filed  Sg- xwith the Securities and Exchange Commission, a copy of which has been provided herein.g9 yO- xiԍ Amendment No. 3 to Schedule 14D1 to the Tender Offer Statement provides more extensive information  {O - x=concerning the Hilton board nominees, including, inter alia, their present occupation and employer, business  xjexperience during the past five years, and other directorships held by the nominees. This information is also  xprovided on Hilton's final proxy statement filed with the Securities and Exchange Commission on March 21, 1997. ITT has not challenged the qualifications of any of Hilton's proposed nominees to the ITT board. We find this  S4- xinformation provided by HLT to be sufficient under our standards enunciated in the Tender Offers policy statement.  S-  x9. We also conclude that the transfer of control that would result from the proxy contest, if  x.successful, would not be a substantial transfer of control requiring a longform application. As stated in  S6-Storer I, any change of control resulting from HLT's proxy contest would involve xno change in the shareholders' ownership or voting rights. The change is limited to the xcomposition of the Board of Directors, who are fiduciaries of the shareholders . . . . Any xresulting change in the Board arises from the shareholders' exercise of their substantial  S8 -xcontrol, not a transfer of the same. Not only will [ITT's] shareholders who retain xultimate and legal control remain the same, but the corporate legal entity will remain xunchanged by the election of a new Board.  Sm- xStorer I, 101 FCC 2d at 445 (emphasis in original). We disagree with ITT's contention that approving  xkthe proxy solicitation is the same as approving the underlying ITT/Hilton merger. Assuming that the  x proxy contest were to succeed and that the new ITT directors were then to support, subject to their  xfiduciary duties, a merger with Hilton, then ITT and Hilton would need to obtain approval of the transfer  xof ITT's interest in the licensee of WPXNTV pursuant to a longform application, and the transfer of control of the licensee would not occur until we granted such approval.  S -  "x 10. In our policy statement, we determined that, absent "exceptional" circumstances, "proxy  xcontests do not result in substantial changes in corporate control and, therefore, long form review is not  S- xstatutorily mandated." Tender Offers, 59 RR 2d at 1551. ITT has not persuaded us that any such  xzexceptional circumstances exist in the instant case, and accordingly we will not require the review of a  xlongform application in advance of the expected proxy contest. By reviewing Hilton's proposed slate of  xdirectors prior to the proxy fight, we of course take no position on the merits of Hilton's proposals and  xyremain "steadfastly neutral" as between ITT's current board of directors and Hilton's proposed nominees  S- x=to ITT's board. Storer I, 101 FCC 2d at 444. We merely seek to comply with our statutory obligations  xand remove the Commission from this contest for corporate control. Based upon our review of the  xapplication and pleadings before us, and for the reasons set forth above, we conclude that a grant of HLT's  xsupplemented FCC Form 316 application satisfies the applicable statutory and public interest requirements.  xBoth Hilton and ITT will therefore be free to proceed to persuade the ITT shareholders of the merits of their respective positions, without impediment or assistance from this agency."b ,l(l(,, "Ԍ S-ԙx CONCLUSION  S-  x 11. We have reviewed the shortform application and related pleadings, and conclude that grant  xKof HLT and Hilton's request for approval of their slate of proposed nominees to the ITT board would serve the public interest, convenience and necessity.  S-  "x 12. Accordingly, IT IS ORDERED, That the informal objection filed by ITT Corporation IS  x=DENIED, and the application (BTCCT970304IC) of HLT Corporation and Hilton Hotels Corporation IS GRANTED. x` `  hh@hFederal Communications Commission x` `  hh@hWilliam F. Caton  S -x` `  hh@hActing Secretary