WPCx 2BJZ Courier3|j :Wx6X@`7X@HP LaserJet 5Si room 702 LPT1HPLAS5S0.PRSx  @\z$QX@26KF Z3|j "i~'^:DPddDDDdp4D48dddddddddd88pppX|pDL|pp||D8D\dDXdXdXDdd88d8ddddDL8ddddX`(`lD4l\DDD4DDDDDDdDd8XXXXXX|X|X|X|XD8D8D8D8ddddddddddXdbdddpdXXXXXlX~|X|X|X|XdddldldD8DdDDDdplld|8|P|D|D|8dvddddDDDpLpLpLpl|T|8|\ddddddl|X|X|Xd|DdpL|Dd~4ddC$CWxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNHxxH\dDXddddd8@d<@d<DDXXdDDxddxHxxHvppDXd<"dxtldpxxdHP LaserJet 5Si room 702 LPT1HPLAS5S0.PRSXP\  P6Q\z$QXP S' I. A. 1. a.(1)(a) i) a) 1. 1. 1. a.(1)(a) i) a)#&J\  P6Q&P#2vpzkkUa8DocumentgDocument Style StyleXX` `  ` a4DocumentgDocument Style Style . a6DocumentgDocument Style Style GX  a5DocumentgDocument Style Style }X(# 2 vt a2DocumentgDocument Style Style<o   ?  A.  a7DocumentgDocument Style StyleyXX` ` (#` BibliogrphyBibliography:X (# a1Right ParRight-Aligned Paragraph Numbers:`S@ I.  X(# 2 M   C a2Right ParRight-Aligned Paragraph Numbers C @` A. ` ` (#` a3DocumentgDocument Style Style B b  ?  1.  a3Right ParRight-Aligned Paragraph Numbers L! ` ` @P 1. ` `  (# a4Right ParRight-Aligned Paragraph Numbers Uj` `  @ a. ` (# 2Z *   a5Right ParRight-Aligned Paragraph Numbers _o` `  @h(1)  hh#(#h a6Right ParRight-Aligned Paragraph Numbersh` `  hh#@$(a) hh#((# a7Right ParRight-Aligned Paragraph NumberspfJ` `  hh#(@*i) (h-(# a8Right ParRight-Aligned Paragraph NumbersyW"3!` `  hh#(-@p/a) -pp2(#p 2j\Tech InitInitialize Technical Style. k I. A. 1. a.(1)(a) i) a) 1 .1 .1 .1 .1 .1 .1 .1 Technicala1DocumentgDocument Style Style\s0  zN8F I. ׃  a5TechnicalTechnical Document Style)WD (1) . a6TechnicalTechnical Document Style)D (a) . 2YJa2TechnicalTechnical Document Style<6  ?  A.   a3TechnicalTechnical Document Style9Wg  2  1.   a4TechnicalTechnical Document Style8bv{ 2  a.   a1TechnicalTechnical Document StyleF!<  ?  I.   23a7TechnicalTechnical Document Style(@D i) . a8TechnicalTechnical Document Style(D a) . Doc InitInitialize Document Stylez   0*0*0*  I. A. 1. a.(1)(a) i) a) I. 1. A. a.(1)(a) i) a)DocumentgPleadingHeader for Numbered Pleading PaperE!n    X X` hp x (#%'0*,.8135@8:I\\>>>\g0>03\\\\\\\\\\33gggQyyrg>Frgygrr>3>T\>Q\Q\Q>\\33\3\\\\>F3\\\\QX%Xc>0cT>>>0>>>>>>\>\3QQQQQwyQrQrQrQrQ>3>3>3>3\\\\\\\\\\Q\Z\\\g\QQQyQyQycyQtrQrQrQrQ\\\c\c\>3>\>>>\gcc\r3rIr>r>r3\l\\\\y>y>y>gFgFgFgcrMr3rT\\\\\\crQrQrQ\r>\gFr>\t0\\=!=WxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNBnnBT\>Q\\\\\3;\7;\7>>QQ\??n\\nBnnBmgg>Q\7"yyyy\njc\gnn\Times New RomanTimes New Roman BoldTimes New Roman ItalicTimes New Roman Bold Italic"i~'^5>g\\>>>\g0>03\\\\\\\\\\>>ggg\yyrF\yrgyy>3>j\>\gQgQ>\g3>g3g\ggQF>g\\\QI(I_>0_j>>>0>>>>>>\>g3\\\\\QyQyQyQyQD3D3D3D3g\\\\gggg\\g\\\\pg\\\QQ_QyQyQyQyQ\\\_\gjF3FgF>Fgg__gy3ySy>yIy3ggg\\QQQgFgFgFg_y^y>yjgggggg_yQyQyQgy>ggFy>\0\\=2=WxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNBnnBa\>\\\\\\7>\7>\7>>\\\??n\\nBnnBsgg>\\7"yyyy\nlc\gnn\2eK\K^KaKac"i~'^:DpddȨDDDdp4D48ddddddddddDDpppd|Ld|pȐD8DtdDdpXpXDdp8Dp8pdppXLDpdddXP,PhD4htDDD4DDDDDDdDp8dddddȐXXXXXJ8J8J8J8pddddppppddpddddzpdddXXhXXXXXdddhdptL8LpLDLpphhp8ZDP8pppddƐXXXpLpLpLphfDtppppppȐhXXXpDppLDd4ddC6CWxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNHxxHjdDdddddd8HH"&H>XHH8HB8>HH^HH>"".2",2,2,"222N2222"&22H22,006"6."""""""""2"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""/>/>/>/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+SS8-8WuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN'd#2p}wC@ #a1Paragraph R!1. a. i. (1) (a) (i) 1) a)D )DDDFrf?$ a2Paragraph R!1. a. i. (1) (a) (i) 1) a)D )DDDFrf@/` ` ` a3Paragraph R!1. a. i. (1) (a) (i) 1) a)D )DDDFrfA:` ` `  2?tBqC#rDrEsa4Paragraph R!1. a. i. (1) (a) (i) 1) a)D )DDDFrfBE` ` `  a5Paragraph R!1. a. i. (1) (a) (i) 1) a)D )DDDFrfCP  ` ` ` hhh a6Paragraph R!1. a. i. (1) (a) (i) 1) a)D )DDDFrfD[   a7Paragraph R!1. a. i. (1) (a) (i) 1) a)D )DDDFrfEf  2|Fqt K;u Kw Kya8Paragraph R!1. a. i. (1) (a) (i) 1) a)D )DDDFrfFq "i~'^0?]SS999S]+9+/SSSSSSSSSS99]]]Snnnxnnx?Sngxxgxn]gxnngg9/9]S9SSISI9S]//S/]SSS??/]InSI?9%9]9+]]999+999999S9S/nSnSnSnSnSxnInInInInI?/?/?/?/x]xSxSxSxSx]x]x]x]gInSxSxSxSgIxSgSnSnSnSnInIn]nIx{nInInInIxSxSxSx]xS]]?/?S?9?S]]]nSg/gWg9g?g/x]ux]x]xSxSxn?n?n?]?]?]?]]gZg/g]x]x]x]x]x]x]ng]g?g?g?xSg9x]]?g9gS{+SS8/8WuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuddddddddddddddddddddddddddddddddddddddddNNN&2NB^HN>NH8BHHdHHB"":2"28,8,"28"8T8288,&"82H22,((4"4:"""""""""2"8H2H2H2H2H2dHH,B,B,B,B,%%%%H8N2N2N2N2H8H8H8H8H2H2H8M2N2H2H2=8H2H2H2H,H,H4H,HJB,B,B,B,N2N2N2N4N2N8N:&&8&"&8Q844N8BB-B"B(BH8HH8H8N2N2cHH,H,H,8&8&8&84B3B"B:H8H8H8H8H8H8dHH4B,B,B,H8B"H88&B"H2I22!!WFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN$<<$52"22222`2"LL2"JJ2L""222d"")>F)))))))))<)C"VV5VYO5O5O5O5^<^<^<^>^<^C^F.".C.).CaC>>^CO"O6O)O0O"VCVVCVC^<^O=O)OFVCVCVCVCVCVCxVV>O5O5O5VCO)VCC.O)V<X<<( (WTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN+HH+@<)<<<<%7777777777>>>0eOIIOD>OO%*ODaOO>OI>DOOgOOD%%37%07070%777V7777%*77O77055;%;3%%%%%%%%%7%7O0O0O0O0O0aHI0D0D0D0D0%%%%O7O7O7O7O7O7O7O7O7O7O0O7O6O7O7O7>7O0O0O0I0I0I;I0OED0D0D0D0O7O7O7O;O7O;O7%%7%%%7M>;;O7DD,D%D%DO7AO7O7O7O7aOI%I%I%>*>*>*>;D.DD3O7O7O7O7O7O7gOO;D0D0D0O7D%O7>*D%O7E77%%WMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN(BB(37%07777j7#TT7!#TT7T!%%007n&&Bn77lBTn(nBB(AZZ>>n%07\n!"IIIITTenn7TnB@;7>lBBn7"i~'^ %>77n\%%%7>%7777777777%%>>>7gOIOOIDVV*7VIgOVDVO>IOOnOOI%%@7%7>0>0%7>%>\>7>>0*%>7O770,,9%9@%%%%%%%%%7%>O7O7O7O7O7nOO0I0I0I0I0))))O>V7V7V7V7O>O>O>O>O7O7O>U7V7O7O7C>O7O7O7O0O0O9O0OQI0I0I0I0V7V7V7V9V7V>V@**>*%*>Y>99V>II2I%I,IO>OO>O>V7V7mOO0O0O0>*>*>*>9I8I%I@O>O>O>O>O>O>nOO9I0I0I0O>I%O>>*I%O7P77%%WMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN(BB(:7%77777j7!%TT7!%QQ7T!%%777n&&Bn77nBTn(nBB(EZZ>>n%77\n!"IIIITTenn7TnBA;7>lBBn72v S- X     Federal Communications Commission DA 98840  yx}dddy P3Before the Federal Communications Commission " Washington, D.C. 20554  Sg-  yO4-#C\  P6QvP#In re Applications ofR) R)  X-#Xj\  P6G;xXP#PETRACOM EQUITY PARTNERS, L.P.#Xj\  P6G;xXP#R) (Transferor)R) R)  XE-andR)hFile Nos.BTCCT970813IG  X"-R)hppBTCCT970813IH  X-PHI HOLDINGS, INC.R)hppBTCCT970813II  X -(Transferee)R)hppBTCCT970813IJ  X -R)hppBTCCT970813IL  X -For Consent to the Transfer of Control of R)hppBTCTTV970813IK  Xs -Licenses of Stations:R)hppBTCTT970813IM  XP -WQRFTV, Rockford, IllinoisR)hppBTC971024EK  X--WTVW(TV), Evansville, IndianaR)hppBTCH971024EL  X -KARD(TV), West Monroe, LouisianaR)hppBTC971024EM  X-KDEBTV, Springfield, MissouriR)hppBTCH971024EN KLBKTV, Lubbock, TexasR) K08GN, Kimberling City, MissouriR) K67EP, Snyder, TexasR)  X[- KAYD(AM), Beaumont, TexasR)  X8-KAYDFM, Beaumont, Texas hh(#hR) KQHN(AM), Nederland, TexasR) KQXY(FM), Beaumont, TexasR)  X-T T  X- MEMORANDUM OPINION AND ORDER TP  X -X` hp x (#%'0*,.8135@8:Illinois; WTVW(TV), Channel 7 (FOX), Evansville, Indiana; KARD(TV), Channel 14 (FOX),  xWest Monroe, Louisiana; KDEBTV, Channel 27 (FOX), Springfield, Missouri; KLBKTV,  xMChannel 13 (CBS), Lubbock, Texas; K08GN, Kimberling City, Missouri; and K67EP, Snyder,  x[Texas. Royce Yudkoff, the president and 100% shareholder of PHI's ultimate corporate parent,  xindirectly controls the licensees of WMSNTV, Channel 47 (FOX), Madison, Wisconsin;  xKSNF(TV), Channel 16 (NBC), Joplin, Missouri; and WTWO(TV), Channel 2 (NBC), Terre  x.Haute, Indiana. After the proposed transfer of control, PHI will hold an attributable interest in  xstations WMSNTV, KSNF(TV) and WTWO(TV), whose Grade B contours will respectively  xoverlap the Grade B contours of stations WQRFTV, KDEBTV and WTVW(TV), in  xcontravention of the Commission's television duopoly rule, 47 C.F.R.  73.3555(b). Accordingly,  xPHI requests a sixmonth waiver of that rule to permit common ownership of WMSNTV and  X9 - xWQRFTV, during which period it pledges to divest WMSNTV.9 D̚ yO.-  #X\  P6G;vP#эxAs originally filed, PHI's waiver showing stated that PHI intended to divest WQRFTV in order to come  xinto compliance with the Commission's multiple ownership rules. However, by amendment dated March 6, 1998,  xPHI informed the Commission that it intends to divest WMSNTV instead. In the amendment, PHI states that  xSullivan Broadcasting Company, which indirectly controls WMSNTV, has entered into a contract to sell that station to an affiliate of Sinclair Broadcasting Company. A sales application has not yet been filed with the Commission. In addition, PHI seeks waivers  xlof the duopoly rule to permit common ownership of KSNF(TV) and KDEBTV, as well as  xWTWO(TV) and WTVW(TV), subject to the outcome of the pending broadcast television  X - xownership rulemaking concerning the duopoly and other multiple ownership rules. See Review  x<of the Commission's Regulations Governing Television Broadcasting, Second Further Notice of  X- xProposed Rule Making in MM Docket Nos. 91221 and 878, 11 FCC Rcd 21655 (1996)  Xk-("Television Ownership Second Further Notice").  X'-  3.xFurthermore, the proposed transaction triggers the Commission's onetoamarket rule, 47  X- xC.F.R.  73.3555(c), in the Rockford and Evansville markets.  ̚ yO-#C\  P6QvP##X\  P6G;vP##C\  P6QvP#э#C\  P6QvP#xSection 73.3555(c) of the Commission's Rules prohibits the common ownership of radio and television stations in the same market if the 2 mV/m contour of an AM station or the 1 mV/m contour of an FM station encompasses the entire community of license of a television station or, conversely, if the Grade A contour of a  yO"-television station encompasses the entire community of license of an AM or FM station. 47 C.F.R.  73.3555(c). Ģ PHI has an attributable interest  xLin WXXQ(FM), Freeport, Illinois; WROK(AM), Rockford, Illinois; and WZOK(FM), Rockford,  xIllinois (the "Rockford radio stations"), and WGBF(AM), Evansville, Indiana; WGBF(FM),  xHenderson, Kentucky; WTRIFM, Mt. Carmel, Illinois; and WYNGFM, Evansville, Indiana (the",l(l(,,5"  X- x["Evansville radio stations").@̚ yOy-  #C\  P6QvP##X\  P6G;vP##C\  P6QvP#э#C\  P6QvP#xThrough several intervening entities, PHI's immediate parent ABRY Broadcast Partners III, L.P., controls  xABRY/Continuity, Inc., which holds a 35% voting interest in Continuity Partners, L.P., which in turn owns  xConnoisseur Communications of Rockford, L.P., the licensee of WXXQ(FM), WROK(AM), and WZOK(FM), as  xwell as Connoisseur Communications of Evansville, L.P., the licensee of WGBF(AM), WGBF(FM) and WTRIFM.  x(The radio licensees are referred to herein collectively as "Connoisseur.") By amendment dated March 18, 1998,  xPHI informed the Commission that Connoisseur Communications of Evansville, L.P., had earlier filed an application  xto acquire station WYNGFM, Evansville, Indiana (File No. BALH980108EC). That application was granted on March 18, 1998. PHI amended its onetoamarket waiver request to include WYNGFM on March 20, 1998. In violation of the onetoamarket rule, the 2 mV/m groundwave  xycontour of WROK(AM) and the 1 mV/m contours of WZOK(FM) and WXXQ(FM) encompass  xMthe entire community of license of WQRFTV, Rockford, Illinois, and the predicted Grade A  x=contour of WTVW(TV) encompasses the entire communities of license of the Evansville radio  x\stations. In its latest amendment on April 28, 1998 to its initial waiver requests, PHI seeks a  xtemporary waiver of the onetoamarket rule in the Rockford and Evansville markets so that it  xmay own WQRFTV and WTVW(TV) and have a simultaneous attributable interest in the Rockford and Evansville radio stations.  X-  4.xAdditionally, after the proposed transfer of control, PHI would hold the license of stations  xKAYD(AM), KAYDFM, and KQXY(FM), Beaumont, Texas, and KQHN(AM), Nederland,  X - xjTexas (the "Beaumont radio stations"). ABRY Holdings, Inc., which is owned by Mr. Yudkoff,  xwholly owns Nexstar Management Group, L.P., the licensee of KJACTV, Channel 4 (NBC), Port  xArthur, Texas. The Grade A contour of KJACTV encompasses the communities of license of  xthe Beaumont radio stations. Therefore, PHI's attributable interest in KJACTV, coupled with  xits indirect ownership of the Beaumont radio stations, would also be prohibited by the onetoa xmarket rule. However, the Commission recently granted applications to assign the Beaumont  xradio stations to Cumulus Licensing Corporation ("Cumulus"), File Nos. BAL971219GE, BALH x971219GF, BAL971219GG, and BALH971219GH. Moreover, PHI has indicated that it will  xaccept a condition requiring the assignment of the Beaumont radio stations to Cumulus prior to  x.or simultaneously with the consummation of the proposed transfer of control. The imposition  xof such a condition will permit us to act on the subject transfer of control without a waiver of  xthe onetoamarket rule. Accordingly, our action herein will be conditioned on the consummation of the sale of the Beaumont radio stations to Cumulus.  X-  5.xIn sum, we have before us the following waiver requests: (1) temporary, sixmonth  x]waiver of the duopoly rule to allow common ownership by PHI of WMSNTV, Madison,  x>Wisconsin, and WQRFTV, Rockford, Illinois; (2) conditional waiver of the duopoly rule to  xzallow common ownership by PHI of KSNF(TV), Joplin, Missouri and KDEBTV, Springfield,  x/Missouri; (3) conditional waiver of the duopoly rule to allow common ownership by PHI of  xWTWO(TV), Terre Haute, Indiana and WTVW(TV), Evansville, Indiana; (4) temporary waiver  xof the onetoamarket rule to allow common ownership by PHI of WQRFTV, Rockford, Illinois  xand the Rockford radio stations; and (5) temporary waiver of the onetoamarket rule to allow  xcommon ownership by PHI of WTVW(TV), Evansville, Indiana and the Evansville radio stations. ",l(l(,,"  X- DUOPOLY WAIVERS ă  X- Standard  Xt-  6.xIn adopting the duopoly rule's fixed standard of prohibiting overlap of Grade B service  xcontours, the Commission also acknowledged the need for "flexibility" in that rule's application,  x"noting that waivers should be granted where rigid conformance to the rule would be  X - x"inappropriate." Multiple Ownership of Standard, FM and Television Broadcast Stations, 45 FCC  X- x2d 1476, 1479 n.12, recon. granted in part, 3 RR 2d 1554 (1964). To that end, the Commission  xhas developed the following set of factors to be considered when evaluating an applicant's request  x.for waiver of the duopoly rule: the extent of the overlap, the number of media voices available  xin the overlap area, the distinctiveness of the respective markets, the independence of the stations'  X` - xoperations, and the concentration of economic power resulting from the combination. See Iowa  X? - xState University Broadcasting Corporation, 9 FCC Rcd 481, 48788 (1993), aff'd sub nom.  X - x>Iowans for WOITV, Inc. v. FCC, 50 F.3d 1096 (D.C. Cir. 1995); H&C Communications, Inc.,  x9 FCC Rcd 144, 146 (1993). After weighing the factors, the Commission considers any public  xinterest benefits proposed by the applicant to determine whether, in light of the overlap, the  X- xbenefits outweigh any detriment which may occur from grant of the waiver. See, e.g., Iowa State  X- x=University, 9 FCC Rcd at 48788. As with any waiver, it will only be granted if the Commission concludes that the waiver is in the public interest.  X/-  |7. xCurrently, the Commission is reexamining its broadcast television ownership policies,  xNincluding the duopoly rule. In January 1995, the Commission proposed a new analytical  X- xframework within which to evaluate its 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- xrelease of the Television Ownership Further Notice, Congress directed the Commission to conduct  x[a rulemaking proceeding to determine whether to retain, modify or eliminate existing limitations  xon the number of television stations that an entity may control within the same television market.  X- x>See Section 202(c) of the Telecommunications Act of 1996, Pub. L. No. 104104, 110 Stat. 56  xy(Feb. 8, 1996) ("Telecom Act"). In response to this Congressional directive in the Telecom Act  X- x.and to update the record, the Commission released the Television Ownership Second Further  X-Notice.  Xt-  8. xThe Commission stated in the Television Ownership Second Further Notice that it will be  xinclined, during the pendency of the television ownership proceeding, to grant temporary duopoly  xwaivers to authorize common ownership of television stations that are in separate Designated  xxMarket Areas ("DMA") and whose Grade A contours do not overlap, conditioned on coming into  X - xcompliance with the outcome of the proceeding within six months of its conclusion. Television  X!- xOwnership Second Further Notice, 11 FCC Rcd at 21681. It also noted there its tentative  xKconclusion that the record in that proceeding "supports relaxation of the geographic scope of the  xduopoly rule from its current Grade B overlap standard to a standard based on DMA's  Xb$- xsupplemented with a Grade A overlap criterion." The Commission further stated that "we do not  xbelieve granting waivers satisfying the proposed standard, and conditioning them on the outcome  X&- xjof this proceeding, will adversely affect our competition and diversity goals in the interim." Id.  xAdditionally, the Commission stated that it would be disinclined, during the pendency of the"&,l(l(,,'"  x|rulemaking proceeding, to grant waiver requests not falling into this category, absent  X-extraordinary circumstances. Id.  X-  9.x WMSNTV, Madison, Wisconsin/WQRFTV, Rockford, Illinois. PHI requests a  xtemporary sixmonth waiver of the television duopoly rule to permit common ownership of  x/WMSNTV, Madison, Wisconsin, and WQRFTV, Rockford, Illinois. PHI states that it will divest all interest in WMSNTV during the waiver period.  X-  0 10.xIn support of its waiver request, PHI has submitted an engineering exhibit which shows  xthat the Grade B overlap area consists of 188,671 individuals and 4,003 square kilometers,  xrepresenting 22.1% of the population and 19.2% of the area within the Grade B contour of  xWMSNTV and 27.1% of the population and 34.4% of the area within the Grade B contour of  xWQRFTV. The engineering exhibit demonstrates Grade A contour overlap as well, comprising  x/7.2% of the population and 6.5% of the area within the Grade A contour of WMSNTV and  x9.2% of the population and 11.6% of the area within the Grade A contour of WQRFTV. PHI  xcontends that the extent of the overlap is within the range that the Commission has permitted in previously approved waivers.  X-  l 11.xPHI contends that the overlap area is served by a variety of media voices. According to  xthe engineering report submitted by PHI, ten other television stations serve all or part of the  x=overlap area, including four stations serving 100% and one station serving 81% of the overlap  xarea. In addition, PHI maintains that all or a portion of the overlap area is served by 36 radio  xstations (15 AM, 21 FM), 12 cable systems, and four daily newspapers. Finally, PHI points to  X- x Brissette Broadcasting Corp., 11 FCC Rcd 6319, 6322 (1996), in which the number of media  xvoices serving the overlap area of two other television stations licensed to Madison and Rockford were deemed sufficient to allay our concerns with respect to diversity.  XS-   12.xWith respect to the distinctiveness of the respective markets, PHI notes that WMSNTV,  xChannel 47 (FOX), is located in the Madison DMA (ranked 84th), while WQRFTV, Channel  xj39 (FOX), is located in the Rockford DMA (ranked 135th). Additionally, says PHI, the stations  xare licensed to communities 57 miles apart, and their respective markets are economically and  xdemographically distinct. PHI describes Rockford as an industrial, blue collar market whose  xprincipal industries are machine and tool production, compared with Madison, which PHI  xdescribes as a more white collar market whose principal industries are government, agribusiness  xKand research. Further, PHI maintains that the two stations do not compete for advertising, noting that the stations offer some of the same programming during nonnetwork time periods.  X-   13.xRegarding the concentration of economic power in the overlap area, PHI asserts that after  x=the proposed transfer, WMSNTV and WQRFTV will continue to be operated independently,  xeach with its own general manager, general sales manager and program director. PHI also  xpledges that local advertising time on the stations will not be sold in combination during the  xwaiver period. PHI asserts that the stations, which are currently ranked fourth in revenue and  xaudience share in their respective markets, will remain in nondominant positions after the  xKproposed combination. Additionally, PHI maintains that most of the residents of the overlap area  xlive in the Madison DMA, and notes that the Commission has found no undue concentration of  xeconomic power where the viewers in the overlap area are predominantly located in one market,"&,l(l(,,'"  X- xzciting Pegasus Broadcasting, Inc., 7 FCC Rcd 8625, 8627 (1992). Finally, PHI claims that the  x-separate and distinct nature of the markets served by WMSNTV and WQRFTV and the number  xof media outlets serving the overlap areas should alleviate any concerns regarding undue concentration of economic control.  XS- Discussion  X -  ] 14.x  Although WMSNTV and WQRFTV are located in separate DMA's, the waiver request  xjis not consistent with our interim policy because the Grade A contours of the stations overlap.  xiAs noted above, we have stated that we will be disinclined, during the pendency of the broadcast  x television ownership rulemaking proceeding, to grant waiver requests that do not meet the  xspecified criteria, absent extraordinary circumstances. However, as discussed below, we believe that a shortterm, temporary waiver of the duopoly rule is warranted here.  X -  15.xApplying the traditional waiver factors, we begin with a discussion of the extent of the  xoverlap. The overlap in this case is substantial, involving not only significant Grade B contour  xoverlap, but also 7.2% of the population and 6.5% of the area within the WMSNTV Grade A  x{contour and 9.2% of the population and 11.6% of the area within the WQRFTV Grade A  xKcontour. However, we have found that the extent of overlap is of "more critical concern" in cases  Xi- xinvolving requests for a permanent waiver of our rules. Telemundo Group, Inc., Debtor in  XH- xzPossession, 10 FCC Rcd 1104, 1106 (1994) (quoting Family Television Corp., 59 RR 2d 1344,  x1348 (1986)). We are not constrained, therefore, from granting a temporary waiver where the  xjoverlap is large, so long as ownership of the given combination "will not significantly frustrate  X- xthe policies underlying the multiple ownership rules." Id. Accord John H. Phipps, Inc., 11 FCC Rcd 13053, 13064 (1996).  Xz-  16.xWe thus turn to the next factor in our traditional analysis, which considers the number of  xmedia voices available in the overlap area. PHI's engineering exhibit reflects that the overlap  xarea is served by 46 broadcast stations, including ten television stations (four of which serve the  xentire overlap area), 15 AM stations and 21 FM stations, as well as numerous cable systems and  xjdaily newspapers. Our independent study of the four stations identified by PHI as serving the  xentire overlap area discloses that three of these stations WIFR(TV), Rockford; WTVO(TV),  xRockford; and WKOWTV, Madison, Wisconsin are affiliated with a major television network.  xFurthermore, the number of media outlets in the WMSNTV/WQRFTV overlap area is within  xthe range of other cases in which the Commission has granted temporary waivers of the duopoly  X?- xrule, including Brissette Broadcasting, 11 FCC Rcd 6319 (1996) (sixmonth temporary waiver  xgranted for another Madison/Rockford television duopoly where overlap area was served by seven television stations, eight commercial radio stations, 15 cable systems and two daily newspapers).  X!-  17.xAs to the third factor in our analysis, the distinctiveness of the markets involved, we note  x[that WQRFTV and WMSNTV are located in separate DMA's (Rockford and Madison) which  xOdiffer significantly in size (135th versus 84th). Further, as noted by PHI, the stations'  x-communities of license are located in different states and are separated by 57 miles. With respect  xZto the fourth and fifth factors, the independence of the stations' operations and the concentration  xof economic power, we rely on the applicant's representation that WQRFTV and WMSNTV  xwill continue to be operated independently during the waiver period. This pledge mitigates our"&,l(l(,,'"  xconcern about the effect that temporary common ownership of the stations might have on  xcompetition. Based on PHI's commitment to continue separate operation of the stations, as well  xas the number of media outlets available in the overlap area, we are persuaded that a brief period of common ownership will not result in increased economic concentration in the market.  XQ-  |18.xAfter considering the traditional factors, the Commission examines the public interest  xybenefits offered by the applicant in order to determine whether these benefits weigh in favor of  X - x\granting a duopoly waiver. See, e.g., John H. Phipps, Inc., 11 FCC Rcd 13053, 13059 (1996);  X- xkStockholders of CBS Inc., 11 FCC Rcd 3733, 3762 (1995). In this regard, we have stated that  x"in situations such as multiplestation transaction[s] . . . facilitating such a transaction by  x|temporary waiver of our multiple ownership rules will promote commerce, encourage  xZinvestment in the broadcast industry, and allow for the free transferability of broadcast licenses.'"  X` - xBrissette Broadcasting, 11 FCC Rcd at 6325 (quoting Stockholders of CBS, 11 FCC Rcd at 3755).  X? - x\Since the release of the Television Ownership Second Further Notice, the Commission has  X - xapproved temporary waivers of the duopoly rule in transactions that did not meet the interim  X - xlwaiver policy, but involved the transfer of multiple television stations. See, e.g., AFLAC  X - xBroadcasting Group, Inc., 12 FCC Rcd 3907 (1997); The Providence Journal Co., 12 FCC Rcd  X- x=2883 (1997). We also note that in AFLAC Broadcasting and Providence Journal, the stations  xnot only had overlapping Grade A contours, but were located in the same DMA as well. In each  xof these cases, we considered the facilitation of a multistation transaction to be a compelling  xxcircumstance weighing in favor of a temporary duopoly waiver, despite the fact that the proposals  xwere inconsistent with the Commission's interim waiver policy. Here, too, the facilitation of a  xxtransaction involving five fullservice television stations and two translator facilities tips the scale  xin favor of a temporary waiver. In fact, the subject waiver request involves two stations in  xseparate DMA's, placing it well within the parameters of previously granted temporary duopoly  X- xwaivers. E.g., Argyle Television, Inc., 12 FCC Rcd 10737 (1997); AT&T Corporation, DA 98424 (MMB, March 2, 1998).  X<-  19.xGiven the totality of the circumstances presented here, we believe that a shortterm waiver  xxof the duopoly rule would serve the public interest, convenience, and necessity. Accordingly, we  xwill grant PHI a sixmonth temporary waiver in order to divest its interest in WMSNTV or  xotherwise come into compliance with our television duopoly rule. This will provide an imminent,  xcertain end to the temporary common ownership permitted by our decision here. In this regard,  xwe rely on PHI's assurances that "the Commission should not anticipate that an extension of the  xjwaiver will be requested." Any request to extend this temporary period should be filed at least  xy45 days prior to the end of the sixmonth period and would be closely scrutinized in light of the extensive nature of the duopoly.  X -  X -20.xWTWO(TV), Terre Haute, Indiana and WTVW(TV), Evansville, Indiana; and  X!- xKDEBTV, Springfield, Missouri and KSNF(TV), Joplin, Missouri. PHI also seeks waivers of  xthe duopoly rule to allow the common ownership of WTWO(TV) and WTVW(TV), as well as  x.KDEBTV and KSNF(TV). PHI requests that such common ownership be permitted subject to  XR$-the outcome of the pending broadcast television ownership rulemaking proceeding. #,5\  P6G;(u,P#  X%-  #Xj\  P6G;xXP#21.xIn support of its waiver requests, PHI has submitted an engineering exhibit which shows  xthat the population within the Grade B overlap area of WTWO(TV) and WTVW(TV) consists  xof 153,365 individuals, representing 16.1% of the population within the Grade B contour of"g',l(l(,,("  xWTWO(TV), and 19.1% of the population within the Grade B contour of WTVW(TV).  x=Additionally, the WTWO(TV)/ WTVW(TV) overlap covers an area of 6,596 square kilometers,  xycomprising 19.9% of the area within the Grade B contour of WTWO(TV), and 22.6% of the area  xwithin the Grade B contour of WTVW(TV). With respect to the KSNF(TV)/KDEBTV Grade  xB overlap, PHI's engineering report states that the overlap area encompasses 39,038 individuals,  xjrepresenting 10.5% of the population within the Grade B contour of KSNF(TV) and 7.9% of the  xyGrade B contour of KDEBTV, and covers an area of 2,614 square kilometers, comprising 13.3%  xand 10.1% of the land area within the KSNF(TV) and KDEBTV Grade B contours, respectively.  xAccording to PHI, there is no Grade A contour overlap between WTWO(TV) and WTVW(TV), or between KDEBTV and KSNF(TV).  X -  22.xRegarding the number of media voices available in the WTWO(TV)/WTVW(TV) overlap  xZarea, PHI claims that 12 other television stations provide service to the area, including one station  xserving 78% and another serving 46% of the overlap area. Other media outlets include 37 radio  xstations (17 AM, 20 FM), 15 cable systems and three daily newspapers, according to PHI.  x?Noting that WTWO(TV) is an NBC affiliate, whereas WTVW(TV) is a FOX affiliate, PHI  xfurther states that the Commission has held that maintaining separate network affiliations  X- xjadvances its diversity goals, citing AFLAC Broadcasting Group, Inc., 12 FCC Rcd 3907 (1997).  xAs to the KDEBTV/KSNF(TV) overlap, PHI asserts that eight other television stations provide  xservice to all or some of the overlap area, including five stations serving 100% and the remaining  xzstations serving more than 50% of the area. According to PHI, 33 radio stations (14 AM, 19  x.FM), four cable systems, and two daily newspapers also serve the overlap area. Additionally,  xPHI notes that KDEBTV and KSNF(TV) are affiliated with different networks (FOX and NBC, respectively).  X-  23.xPHI maintains that the stations each serve separate and distinct markets such that waiver  xof the duopoly rule will not frustrate the Commission's goal of ensuring competition. The  xstations are located in separate DMA's (WTWO(TV) in the Terre Haute DMA, ranked 140th, and  xWTVW(TV) in the Evansville DMA, ranked 95th), and, according to PHI, the communities of  xlicense are separated by 100 miles. PHI also contends that the Terre Haute and Evansville  xmarkets differ demographically, noting that Evansville has a higher percentage of residents who  xattended college, a higher percentage of minorities, and a higher average household income.  xKDEBTV and KSNF(TV) are also located in separate DMA's (KDEBTV in the Springfield  xLDMA, ranked 77th, and KSNF(TV) in the JoplinPittsburg DMA, ranked 146th), and, says PHI, the communities of license are 50 miles apart.  X-  24.xRegarding the concentration of economic power, PHI contends that it will not gain any  x\market power from the common ownership of the stations. According to PHI, WTWO(TV),  xWTVW(TV), KDEBTV and KSNF(TV) will continue to be operated independently, with each  xOstation having its own general manager, general sales manager and program director.  xjAdditionally, PHI asserts that the assets of WTVW(TV) will be held and managed by an entity  xthat is structurally separate from the licensee of WTWO(TV) and headed by a different CEO.  xA similar representation is made with respect to KSNF(TV) and KDEBTV. PHI also claims that  xneither WTWO(TV) and WTVW(TV), nor KDEBTV and KSNF(TV) compete for local  xadvertising, Further, PHI pledges that it will not sell advertising time on the stations in  xcombination, and adds that different national advertising sales firms will represent the stations. "&,l(l(,,'"  X-  O25.xAfter examining the traditional factors, the Commission considers any public interest  xbenefits proposed by the applicant to determine whether the benefits outweigh any detriment  xwhich may occur from grant of the waiver. In this respect, PHI pledges to commit managerial  xkand financial resources to enhance the public affairs programming and community outreach  xefforts of the stations. PHI also points to its parent company's track record of offering locally produced public affairs programs and providing live coverage of community events.  X- Discussion  X-  l26.xGiven the clearly articulated policy in the Television Ownership Second Further Notice,  xMwe believe that grant of waivers of the duopoly rule, subject to the outcome of the pending  X^ - xownership proceeding, is justified. See WHOATV, Inc., 11 FCC Rcd at 2004647, 20051. The  xconditional common ownership of WTWO(TV) and WTVW(TV), as well as KDEBTV and  X - xKSNF(TV), would be consistent with the interim policy set forth in the Television Ownership  X - xjSecond Further Notice, as the stations are in separate DMA's and there is no Grade A overlap  xbetween WTWO(TV) and WTVW(TV), or between KDEBTV and KSNF(TV). Moreover, our  x<examination of the record presented here uncovers nothing suggesting that we should not follow  X- xthe established interim policy in this case. The extent of the Grade B overlap, although not de  Xq- xminimis, falls well within the range of those we have approved in previous cases. See NWCG  XP- xHoldings Corp., 11 FCC Rcd 16318 (1996) (granting waiver where Grade B population overlap  X/- xwas 29.4% and 10.2% and area overlap was 14.7% and 16.5%); Benedek Broadcasting  X- xyCorporation, 12 FCC Rcd 12087 (1997) (granting waiver where Grade B population overlap was  x10.5% and 24.6% and area overlap was 10.8% and 27.2%). We note also that the stations serve  xdifferent markets, and that PHI has pledged to operate the stations independently. Additionally,  xa moderate number of other stations will continue to provide service to the overlap areas after  xthe proposed transfer. Accordingly, we believe that, consistent with our interim policy, grant of  xythe requested waivers conditioned on the applicants coming into compliance with the outcome  xof the pending television ownership rulemaking proceeding within six months of its conclusion,  x\would serve the public interest, convenience, and necessity. Any requests to extend these  xconditional waivers should be filed at least 45 days prior to the end of the sixmonth period and would be closely scrutinized.  X- ONETOAMARKET WAIVERS ă  VI-The Rockford Market:WQRFTV, Rockford, Illinois  V&-x` `  WROK(AM), Rockford, Illinois  V -x` `  WXXQ(FM), Freeport, Illinois x` `  WZOK(FM), Rockford, Illinois  V"-    The Evansville Market: WTVW(TV), Evansville, Indiana x` `  WGBF(AM), Evansville, Indiana x` `  WGBFFM, Henderson, Kentucky  V1%-x` `  WTRIFM, Mt. Carmel, Illinois    V&-x` `  WYNGFM, Evansville, Indiana "& ,l(l(,,'"Ԍ X- Standard  X-  27.x PHI's proposed acquisition of WQRFTV and WTVW(TV) implicates the Commission's  x0onetoamarket rule, 47 C.F.R.  73.3555(c), in the Rockford and Evansville markets. As  Xt- xjdiscussed above (supra at  3 and n.4), PHI has a 35% attributable interest in Connoisseur, the  xlicensee of WXXQ(FM), WROK(AM) and WZOK(FM) in the Rockford market, and the licensee  x(or approved licensee) of WGBF(AM), WGBF(FM), WTRIFM and WYNGFM in the  xEvansville market. In the Rockford market, the 2 mV/m groundwave contour of WROK(AM)  xand the 1 mV/m contours of WZOK(FM) and WXXQ(FM) (the "Rockford radio stations")  x/encompass the entire community of license of WQRFTV. As to the Evansville market, the  xpredicted Grade A contour of WTVW(TV) covers the entire communities of license of  xWGBF(AM), WGBF(FM), WTRIFM and WYNGFM (the "Evansville radio stations"). PHI  xrequests a temporary waiver of the onetoamarket rule so that it may own WQRFTV and  xWTVW(TV) and have a simultaneous attributable interest in the Rockford and Evansville radio  xstations. By letter dated April 28, 1998, PHI commits to file, within 60 days of consummation  xof the proposed transaction, appropriate sales applications which will cause PHI to come into compliance with the onetoamarket rule in the Rockford and Evansville markets.  X-  28. xPHI bases its waiver requests on the onetoamarket waiver standards adopted in the  Xi- xLSecond Report and Order in MM Docket 877, 4 FCC Rcd 1741 ("Second Report and Order"),  XH- xLrecon. granted in part and denied in part, 4 FCC Rcd 6489 (1989) ("Second Report and Order  X'- xRecon."). In accordance with these standards, the Commission presumptively favors waiver  xyrequests involving: (a) stations serving the top 25 markets where at least 30 separately owned,  xoperated and controlled stations will remain following the proposed combination ("top 25  xmarket/30 voice standard"); or (b) "failed" stations, i.e., stations which have not been operating  X- xfor a substantial period of time (four months or more) or are involved in bankruptcy proceedings.  xOtherwise, waiver requests must be evaluated under the more rigorous casebycase standard.  XW- xSee 47 C.F.R.  73.3555(c), Note 7. PHI submits its waiver requests pursuant to the casebycase  xstandard because the subject television and radio stations are not failed stations and Rockford and Evansville are not among the top 25 markets.  X-  ]29. xUnder the casebycase standard, the Commission makes a public interest determination  xby weighing five factors: (1) the potential public benefits of joint operation of the facilities, such  xas economies of scale, cost savings, and programming and service benefits; (2) the types of  x-facilities involved; (3) the number of media outlets owned by the applicant in the relevant market;  xy(4) the financial difficulties of the stations involved; and (5) the nature of the relevant market in  X- xlight of the level of competition and diversity after the joint operation is implemented. See  X- xSecond Report and Order, 4 FCC Rcd at 1753. PHI submits a showing which addresses each of the five criteria.  X"- OnetoaMarket Waiver Showing  XP$-  30.xBenefits of Joint Operations. Addressing the first factor of the onetoamarket analysis,  x|PHI acknowledges that its proposed acquisition of WQRFTV, Rockford, Illinois, and  x]WTVW(TV), Evansville, Indiana, will not result in any of the "traditional efficiencies" of  xtelevisionradio ownership. PHI states that although it has a 35% attributable interest in the"& ,l(l(,,'"  xRockford and Evansville radio stations, it does not control the radio stations. According to PHI,  xLit has no role in the daytoday management of the stations and does not oversee the stations'  xprogramming, marketing or sales decisions. PHI states that since it does not have a controlling  xinterest in the subject radio stations, it cannot propose to jointly operate the radio and television stations or to consolidate the stations' facilities.  X.-  31. xHowever, PHI contends that grant of the requested onetoamarket waivers will result in  xcost savings for both the radio and television stations through consolidated public affairs  X- xzprogramming and community outreach efforts in the Evansville and Rockford markets.b̚ yOa -  #X\  P6G;vP#эxPHI has filed several amendments regarding the public interest benefits which will arise out of the proposed  yO) -radiotelevision combination. The most recent amendment was filed on March 20, 1998.#Xj\  P6G;xXP#b PHI  xproposes to establish a joint television and radio internship program for college students interested  xin broadcasting careers. A principal goal of the program, says PHI, will be to recruit qualified  xwomen and minority students. Under the proposed internship programs, the management of the  xktelevision and radio stations will make hiring decisions jointly and will contribute equally to  xproviding work assignments for the students, but the cost of the programs will be borne entirely  x]by PHI. PHI states that it will cover the costs for administering the internship programs,  x<including advertising, interviewing, training and personnel management responsibilities, allowing Connoisseur to realize a cost savings of $25,000 annually.  X-  32.xAdditionally, in Evansville, PHI pledges that WTVW(TV) will produce and broadcast a  xweekly halfhour local public affairs program which will also air weekly on at least one of the  xthree Evansville radio stations. PHI avers that this will result in annual savings of approximately  x$62,500, the amount Connoisseur would have to spend to produce the show independently. In  xRockford, PHI states that WQRFTV, which currently offers very little public affairs  xprogramming, will cooperate with WROK(AM), an established public affairs programming  xprovider, to produce and air on WQRFTV a weekly halfhour public affairs program. PHI  xkasserts that it will realize annual savings of approximately $95,000, the cost it would incur to  xproduce and air a weekly public affairs program on its own. Under PHI ownership, WTVW(TV)  xand WQRFTV will share their ascertainment reports and studies with the management of the  x[Evansville and Rockford radio stations, thereby saving Connoisseur $14,000 per year. Overall,  x<PHI calculates that grant of the onetoamarket waiver requests will result in annual cost savings of approximately $95,000 to PHI and $101,500 to Connoisseur.  X-   33.xPHI states that all five television stations at issue will benefit from its ownership because  xPHI intends to make substantial capital improvements to the stations. According to PHI, the  xtelevision stations are in great need of such improvements because financial constraints have  xjprecluded significant capital investment in recent years. PHI commits to make at least $500,000  x=in capital expenditures in 1998 for WTVW(TV), including renovating the station's main studio,  xpurchasing digital electronic equipment, upgrading other general studio equipment, remodeling  xthe news set and purchasing a new character generator. Similarly, PHI pledges to invest at least  x=$570,000 in 1998 to improve the facilities of WQRFTV, including a new digital production site,  x[a new AS400 computer system that will link all station operations, an upgraded traffic software  xsystem, and a new Beta machine for production activities. Finally, PHI maintains that the requested waivers will inure to the public benefit by facilitating a multiple station transaction. "B$ ,l(l(,,%"Ԍ X-  ԙ!34.xTypes of facilities. Regarding the Rockford market, PHI states that WQRFTV operates  xon UHF channel 39 with authorized power of 525 kW maximum visual from 174 meters height  xabove average terrain ("HAAT"). PHI also notes that WXXQ(FM) and WZOK(FM) are 50 kW  xstations, while WROK(AM) operates on 1440 kHz with daytime power of 5 kW and nighttime  xMpower of 0.27 kW. PHI asserts that there are two television stations in the Rockford market  xoperating with facilities that are superior to the currently authorized facilities for WQRFTV, and  xtwo AM radio stations that are comparable or superior to WROK(AM). WXXQ(FM) and  xzWZOK(FM) are the most powerful FM stations in the Rockford market, although, says PHI,  xineither station is the highest ranked in terms of audience shares or revenues. In light of the types  xkof facilities in question, PHI maintains that there is "little danger" that PHI will dominate the Rockford market during the period of common ownership.  X^ -  "35.xAs to the Evansville market, PHI states that WTVW(TV) operates on VHF channel 7 with  xjauthorized power of 316 kW maximum visual from 174 meters HAAT. The applicant avers that  x[WTRIFM operates at 50 kW, WGBF(FM) at 3.2 kW, and WGBF(AM) at 5 kW (day) and 1 kW  x(night). According to PHI, several FM stations in the Evansville market are comparable or  xsuperior in power to WTRIFM and WGBF(FM), and one AM station is comparable to  xWGBF(AM). PHI submits that, given the types of facilities at issue, the proposed combinations will not allow PHI to dominate the broadcasting market in Evansville.  XF-  #36.xNumber of media outlets owned by applicant in the market. PHI asserts that, other than  xits attributable interest in the Rockford and Evansville radio stations, it does not hold any media outlets in those markets.  X-  /$37.xFinancial difficulties of the stations. PHI states that the television stations have a history  x.of financial difficulties, including a previous licensee which defaulted on a loan and was taken  xover by the lender. However, while the effects of the stations' past financial problems linger, PHI advises that none of the television stations are currently in financial distress.  X-  N%38.xLevel of competition and diversity in the market. PHI contends that after the proposed  xtransfer, the Rockford market will be served by four commercial television stations (including  xWQRFTV) and 15 radio stations (including WZOK(FM) and WROK(FM)). According to the  xapplicant, ten separate broadcast voices, in addition to PHI's operation of WQRFTV and  xzConnoisseur's operation of stations WZOK(FM) and WROK(AM), will continue to provide  xservice to the area. Furthermore, PHI notes that 71% of the households in the market receive  xcable service, 86% have VCR's, and some number receive DBS service. PHI adds that the market is served by one daily and three weekly newspapers.  X -  &39.xWith respect to Evansville, PHI avers that following the proposed transaction, five  xcommercial television stations (including WTVW(TV)), three noncommercial educational  xtelevision stations and 17 commercial radio stations (including WGBFFM, WGBF(AM) and  xWYNGFM) will continue to serve the market. PHI claims that Evansville will continue to be  xserved by 14 separate broadcast voices (eight commercial radio voices and six television voices),  xin addition to PHI's operation of WTVW(TV) and Connoisseur's operation of WGBFFM,  xWGBF(AM) and WYNGFM. PHI also notes that 63% of households receive cable service, 83%  xhave VCRs, and some number receive DBS and wireless cable service. At least two daily"& ,l(l(,,'" newspapers are circulated in the Evansville market, according to PHI.  X-  '40.xAdditionally, says PHI, the proposed common ownership of WQRFTV and the Rockford  xradio stations does not present issues of market dominance because none of WQRFTV,  xWXXQ(FM), and WZOK(FM) are ranked first in their respective markets in terms of audience  xshare and revenue. In fact, PHI states that WQRFTV is ranked last in its market in these areas.  x<PHI asserts that, although WROK(AM) is the highest ranked AM station in the Rockford market,  xit competes with three other AM stations, all of which are part of commonlyowned AM/FM  x.combinations. PHI maintains that the proposed combination will not have an anticompetitive  xeffect on the Rockford market because of the "highly competitive" character of the market.  xSimilarly, PHI contends that the proposed acquisition of WTVW(TV) will not allow PHI to  xdominate the Evansville market. PHI submits that although WTVW(TV) is the only VHF station  xin the market, it is fourth in audience share and third in revenue, according to BIA's Investing  xin Television Market Report '97. Additionally, says PHI, the Evansville radio stations face  x"vigorous competition" in the market. PHI asserts that none of the Evansville FM stations enjoy  xa dominant market position in either revenues or ratings. While acknowledging that WGBF(AM)  xshares the number one position with another AM station for estimated 1997 revenues, PHI notes  xthat WGBF(AM) is third among AM stations in Fall 1997 audience share. PHI further argues  x-that South Central Communications Corp. is the dominant force in the Evansville television metro  xmarket, owning four radio stations and controlling the largest share of estimated 1997 combined station revenue.  X-  (41.xLastly, PHI avers that since it is not actively involved in the management of the Rockford  xior Evansville radio stations, the proposed combination will not afford PHI any special advantages  xin the market, such as the ability to engage in combined advertising sales. In a similar vein, PHI  xLmaintains that diversity of programming will not be harmed since PHI does not make decisions  Xr-regarding the content of the material broadcast on the subject radio stations.  X,- Discussion  X - " X-  ")42.xWe utilize a fivepart test to evaluate onetoamarket waiver requests under the caseby xcase standard. While not all five factors are relevant in every case, the overall showing must  X- xzfavorably demonstrate that waivers are warranted. Second Report and Order, 4 FCC Rcd at  X-1753. Based on PHI's showing, we find that temporary waivers are justified in this proceeding.  X9-  *43.xWith respect to the strength of the technical facilities of the stations, "we will consider  xsuch factors as whether the proposed radioTV combination involves a UHF or VHF TV station  X- xor an AM or FM radio station, as well as the size or class of the stations involved." Second  X - xReport and Order, 4 FCC Rcd at 1753. The Commission's concern with the strength of the  x[technical facilities of the stations at issue reflects a continuing concern regarding the potential  ximpact the proposed station combination may have on diversity and competition in the affected  Xk#- xmarket. See, e.g., Louis C. DeArias, Receiver, 11 FCC Rcd 3662, 3666 (1996). The Commission  XJ$- xalso considers the existence of comparable competing facilities as part of its analysis. See, e.g.,  X)%- x@Maximum Media, Inc., 12 FCC Rcd 3391, 3396 (1997). According to our independent  x\engineering study of the Rockford market, the facilities of WROK(AM) (5 kW day, 0.27 kW  x\night) are comparable to those of at least one other AM station in the market. Furthermore,"& ,l(l(,,'"  xyalthough the two Rockford radio stations, WXXQ(FM) and WZOK(FM), are both 50 kW Class  x[B stations, they compete against 13 other radio stations in the market (excluding WROK(AM))  X- x(see discussion infra at  45), thereby assuaging our concern about the effect of the combination  xon the market. WQRFTV, the Rockford television station to be acquired, is a UHF station  Xv- xLoperating at 1050 kWv̚ yO-#X\  P6G;vP#эx PHI erroneously states that WQRFTV operates at a power of 525 kW.#Xj\  P6G;xXP# which competes with a networkaffiliated VHF station providing greater  xsignal coverage. Concerning the Evansville market, our engineering analysis reveals that the  x=facilities of WGBF(AM), a Class B station operating at 5 kW in the daytime and 1 kW at night,  xare comparable to those of at least one other AM station in the market. Likewise, the Evansville  xFM stations, WTRIFM and WYNGFM (50 kW Class B stations) and WGBFFM (3.2 kW Class  xA station), compete with stations having superior facilities. We note that WTVWTV, the  xtelevision station to be acquired, is the only commercial VHF station in the Evansville DMA.  x@However, the market is also served by seven other television stations, including one  X^ - xynoncommercial educational VHF station (see discussion infra at  45). In this instance, we find  xthat while the technical facilities of the stations involved are significant, there are comparable  xcompeting facilities in the market and the proposed combination does not present issues of market dominance inconsistent with the public interest.  X-  +44.xAs to the number of media outlets owned by PHI in the relevant markets, we note that  x"applicants who already own a number of media outlets in the relevant market will face a higher  Xk- xhurdle than those . . . applicants with few outlets." Second Report and Order, 4 FCC Rcd at  x.1753. PHI already has attributable interests in three radio stations in the Rockford market, and  xfour radio stations in the Evansville market. However, since PHI does not have a controlling  x.interest in those stations, we conclude that PHI does not face a "higher hurdle" in this regard.  xzWith respect to the financial condition of the subject stations, PHI states that, although the  xtelevision stations still feel the effects of past financial difficulties, the stations are not currently  xin economic distress. In this respect, the Commission has held that "not all of the [five] factors  Xx- xmentioned will be relevant in every case" (Second Report and Order, 4 FCC Rcd at 6491), and  XW- xhas granted onetoamarket waivers in the absence of a showing of financial distress. See, e.g.,  X6- x.S.E. Licensee G.P., 11 FCC Rcd 16727, 16734 (1996); Stockholders of Infinity Broadcasting, 12  X-FCC Rcd 5012, 5052 (1996).  X-  ,45.xWith regard to the level of diversity and competition in the relevant markets, we consider  xKthe number of broadcast outlets, the number of separatelyowned and operated "voices," and the  X- xpresence of cable and nonbroadcast media.X̚ yO -  >#C\  P6QvP##X\  P6G;vP##C\  P6QvP#э#C\  P6QvP#xIn order to determine the number of radio and television broadcast stations in the context of a onetoa xmarket waiver, the Commission considers "the relevant TV metro market for radio stations and the relevant ADI  {O""- x[Arbitron Area of Dominant Influence] TV market for television stations." Second Report and Order, 4 FCC Rcd  xyat 1760 n.101. The Rockford television metro market consists of Ogle, Winnebago and Boone counties; the  xEvansville television metro market consists of Henderson (Kentucky), Warrick, Vanderburgh and Posey counties.  xKBecause Arbitron no longer compiles television ADI data, we will accept instead PHI's showing using the Nielsen  xDesignated Market Area (DMA) in determining the number of broadcast "voices" in the markets at issue in its one {O &- xtoamarket waiver requests. See Media Communications Partners L.P., 10 FCC Rcd 8116, 811617, n.3 (1995);  {O&- xsee also Review of the Commission's Regulations Governing Television Broadcast Ownership in MM Docket Nos.  {O'-91221 and 877, 10 FCC Rcd 3524, 3539 n.59 (1995). #Xj\  P6G;xXP# PHI has shown that the proposed televisionradio" ,l(l(,,"  xstation combinations will not create any undue concentration of ownership or control of the  xbroadcast media in the affected markets. According to our independent review, the Rockford  xZDMA, the 135th largest in the country, is served by three television stations (one VHF; two UHF)  xlicensed to three separate owners, in addition to WQRFTV, the station to be acquired. The  xtelevision metro market is served by 13 radio stations (five AM; eight FM) licensed to seven  XQ- xseparate owners, in addition to the three radio stations in which PHI has an attributable interest.f Q̚ yO-  #C\  P6QvP##X\  P6G;vP##C\  P6QvP#э#C\  P6QvP#xWe note that WXXQ(FM), one of the stations in which PHI has an attributable interest, is licensed to a  xcommunity in Stephenson County, Illinois, which is located in the Rockford DMA but is not part of the television  xmetro market. Our examination shows that, in addition to WXXQ(FM), there is a commonlyowned AM/FM  {O" - x combination in Stephenson County. Our station count includes these two radio stations. See Paxson Communications  {O - x;Corporation, DA 972443,  30 & n. 9 (MMB, released November 21, 1997). Our radio station count also includes  xWLLTFM, Polo, Illinois, which is located in the television metro market but was not listed in PHI's showing.  xAdditionally, we have excluded WSEY(FM), Mount Morris, Illinois and WOXM(FM), Oregon, Illinois from our  xstation count. Although these stations were included in PHI's showing, Commission records indicate that these  xstations currently are off the air. We have also excluded WRRR(AM), Rockford, Illinois, another station included  xin PHI's showing, because Commission records show that the station's license was cancelled, and its call sign  xideleted, on September 15, 1995. Nonoperational stations and dark stations are not included in determining the  {Of-number of stations in a market. Second Report and Order, 4 FCC Rcd at 1751, n.86.   x.As to the Evansville market, our review discloses that the Evansville DMA, the 95th largest in  xthe country, is served by seven television stations (one VHF; six UHF) owned, operated and  xcontrolled by seven separate entities, in addition to WTVW(TV), the station to be acquired. The  x.television metro market is served by 15 radio stations (eight AM; seven FM) owned, operated  xand controlled by ten separate entities, in addition to the four radio stations in which PHI has an  X - xattributable interest.  ̚ yO&-  #X\  P6G;vP#эxWe note that WTRIFM, one of the stations in which PHI has an attributable interest, is licensed to a  xcommunity in Wabash County, Illinois, within the Evansville DMA but outside the television metro market. Our  xiexamination shows that, in addition to WTRIFM, there is an AM station in Wabash County. Our station count  {O~- xZincludes this radio station. See Paxson Communications Corporation, DA 972443,  30 & n.9 (MMB, released  yOH-November 21, 1997). #Xj\  P6G;xXP#ѯ We note that the number of independent broadcast voices serving the  X\ - xmarkets is consistent with previouslyapproved onetoamarket waiver requests. See, e.g., Westar  X; - xBroadcasting Group, Ltd., 11 FCC Rcd 11221 (1996) (15 broadcast voices); Burt H. Oliphant, 10 FCC Rcd 2708 (1995) (eight broadcast voices).  X -  ]-46.xWith respect to nonbroadcast media, we have independently verified that the Rockford  xmarket is served by cable (69% penetration), DBS and at least one daily newspaper. We have  xalso confirmed that 61% of the total households in Evansville receive cable service, and that the market is served by DBS, wireless cable, and at least two daily newspapers.  X%-  .47.xFinally, we have examined the advertising revenue attributable to the subject television  xand radio stations in each market. We recognize that PHI will not control the advertising dollars  xfor the Rockford and Evansville radio stations because PHI only has a 35% equity interest in  xKthose stations. However, even taking into account the advertising revenue for the radio stations,  xwe find that WTVW(TV) and the four Evansville radio stations will receive a combined  xtelevision and radio advertising revenue share of 22.96%, and WQRFTV and the three Rockford"v ,l(l(,,"  X- xradio stations will receive a combined television and radio advertising revenue share of 24.25%. ̚ yOy-  N#C\  P6QvP##X\  P6G;vP##C\  P6QvP#эx#C\  P6QvP#The staff calculated the radio and television advertising shares by utilizing the BIA Publications, Inc., MasterAccess Radio Analyzer and MasterAccess Television Analyzer databases.   x<These levels of combined advertising revenue are consistent with previouslyapproved onetoa X- x market waiver requests. See, e.g., Concrete River Associates, L.P., 12 FCC Rcd 6614 (1997)  X-(onetoamarket waiver granted where stations received combined advertising share of 25%). #Xj\  P6G;xXP#  XS-  /48.xThe remaining factor relevant to our determination is the public interest benefits of the  xproposed combinations. PHI concedes that economies of scale cannot be established because, as  xthe holder of a noncontrolling interest in the radio stations, PHI cannot propose joint operation  x\of the television and radio stations or consolidation of their facilities. Instead of proposing  x!economic efficiencies, PHI commits to a variety of initiatives which will benefit both the  xtelevision and radio stations. PHI offers to establish and fund a joint televisionradio internship  x.program for women and minority students in Rockford and Evansville, which would otherwise  xcost Connoisseur approximately $25,000 per year. Additionally, PHI states that the proposed  xcombination will result in the addition of two new weekly public affairs programs to the stations'  xschedules. One show, to be produced by WTVW(TV), will be aired on both WTVW(TV) and  x[at least one of the three Evansville radio stations. According to PHI, Connoisseur would have  xto spend $62,500 to produce the show on its own. The other program, to be aired on WQRFTV,  xwill be produced by one of the Rockford radio stations in cooperation with the television station.  xKPHI estimates that producing the program independently would cost $95,000. Additional savings  xwill be realized from the sharing of ascertainment reports and studies, says PHI. In total, we find  xthat PHI and Connoisseur will realize cost benefits of approximately $102,000 and $94,500, respectively.  X-  049.xUpon careful review of PHI's showing under the casebycase standard, we conclude that  x=PHI has demonstrated that a temporary onetoamarket waiver in the Rockford and Evansville  xmarkets is justified. We find that the subject broadcast stations, while not insignificant in  xtechnical terms, face sufficient competition in their respective markets such that a limited period  xof common ownership of the television and radio stations will not allow PHI to unduly dominate  xthe markets. Our concerns regarding any adverse impact on competition and diversity are  xymitigated by the fact that PHI does not have a controlling interest in the radio stations in either  xzmarket, and by PHI's pledge to file, within 60 days of consummation, applications which will  xcause PHI to come into compliance with the onetoamarket rule in the Rockford and Evansville  xymarkets. Moreover, we believe that grant of the requested waivers would also serve the public  X- xinterest by facilitating a multiple station transaction. See Stockholders of CBS, supra.  x=Accordingly, we will grant PHI's requests for a temporary waiver of the onetoamarket rule in the Rockford and Evansville markets.  X- 0Conclusion ă  X!-  150. xHaving determined that the applicants are qualified in all respects, we find that grant of  xthe abovecaptioned transfer of control applications will serve the public interest, convenience and necessity. "F$  ,l(l(,,%"Ԍ X-  251. xAccordingly, IT IS ORDERED, That the request for a temporary waiver of the  x/Commission's duopoly rule, 47 C.F.R.  73.3555(b) to permit the common ownership by PHI  x?Holdings, Inc. of WMSNTV, Madison, Wisconsin and WQRFTV, Rockford, Illinois IS  x0GRANTED, subject to the condition that within six months of the consummation of this  xjtransaction, an application is filed with the Commission to dispose of such station as would be necessary for PHI Holdings, Inc. to come into full compliance with 47 C.F.R.  73.3555(b).  X -  352. xIT IS FURTHER ORDERED, That the requests for waiver of the Commission's duopoly  x|rule, 47 C.F.R.  73.3555(b), to permit the common ownership by PHI Holdings, Inc. of  xWTWO(TV), Terre Haute, Indiana and WTVW(TV), Evansville, Indiana, and the common  xOownership of KDEBTV, Springfield, Missouri and KSNF(TV), Joplin, Missouri, ARE  x<GRANTED, subject to the outcome of the Commissions pending broadcast television ownership  xrulemaking (MM Docket Nos. 91221 and 878). Should divestiture be required as a result of  xthat proceeding, the licensee is directed to file, within six months from the release of the final  x.order in MM Docket Nos. 91221 and 878, applications for Commission consent to dispose of  xsuch stations as would be necessary for PHI Holdings, Inc. to come into compliance with the rules as provided in the final order.  X-  453.xIT IS FURTHER ORDERED, That the requests for temporary waiver of the  xCommission's onetoamarket rule, 47 C.F.R.  73.3555(c), to permit common ownership of  x[stations WQRFTV, Rockford, Illinois; WXXQ(FM), Freeport, Illinois; WROK(AM), Rockford,  xIllinois; and WZOK(FM), Rockford, Illinois; and to permit common ownership of stations  xWTVW(TV), Evansville, Indiana; WGBF(AM), Evansville, Indiana; WGBF(FM), Henderson,  xOKentucky; WTRIFM, Mt. Carmel, Illinois, and WYNGFM, Evansville, Indiana, ARE  x0GRANTED, subject to the condition that within six months of the consummation of this  xtransaction, applications are filed with the Commission that are necessary for PHI Holdings, Inc. to come into full compliance with 47 C.F.R.  73.3555(c).  X,-  ]554.xIT IS FURTHER ORDERED, That the applications to transfer control of Petracom Equity  x]Partners, L.P.'s aforementioned radio, television and television translator stations to PHI  xHoldings, Inc. (File Nos. BTCCT/BTCTTV/BTCTT970813IGIM; BTC/BTCH971024EKEN)  xARE GRANTED, subject to the condition that prior to or simultaneous with consummation of  xthe instant transaction, the approved assignment of the licenses of KAYD(AM), Beaumont, Texas,  x KAYDFM, Beaumont, Texas, KQHN(AM), Nederland, Texas, and KQXY(FM), Beaumont,  xPTexas, to Cumulus Licensing Corporation (File Nos. BAL/BALH971219GEGH) is consummated. x` `  hh@FEDERAL COMMUNICATIONS COMMISSION x` `  hh@Roy J. Stewart x` `  hh@Chief, Mass Media Bureau  X%-