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A. a.(1)(a) i) a)Documentg2T,~&* + +PleadingHeader for Numbered Pleading PaperE!n    X X` hp x (#%'0*,.8135@8:/>/>/>/x]SSSSx]x]x]x]xSxSx]SSxSxSf]xSxSxSxIxIxWxIx{nInInInISSSWS]a?/?]?9?]]WW]n/nKn9nCn/x]xx]x]SSxxIxIxI]?]?]?]WnUn9nax]x]x]x]x]x]xxWnInInIx]n9x]]?n9xSz+SS8-8WuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN8HH"&H>XHH8HB8>HH^HH>"".2",2,2,"222N2222"&22H22,006"6."""""""""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""A.SSxSSJJSJS+SSSSS8SSSSSSSSS.xJxJxJxJxJorJiJiJiJiJ8.8.8.8.{SxSxSxSxS{S{S{S{SxSxJ{SxSxSxS{S`SxIxSxIqIqIrSrS{dgIiSiSgIxSxSxSxSxS{S{S8.SSSS8Sz]SSuSg/g\4  pG;=W!@(#,h@\  P6G;hP>H5!,),5\  P6G;,P?x/c81,% c PE37P\@{,W80,.BZW*f9 xr G;X<?xxx,Ex6X@`7X@\A5hC:,.rXh*f9 xr G;XX 6jC:,M̃Xj9 xOG;X x Times New Roman2;Q X- X    X-w  Federal Communications Commission`(#DA 98863 ă  yxdddy v3#X\  P6G;ɒP# Before the Federal Communications Commission  yO} Washington, D.C. 20554 ă  yOA-T#Xj\  P6G;ynXP#у  X -In re Applications ofR)hpp   R) JOHN E. HAYES andR) WILLIAM C. ZORTMAN R) (Transferors)R) R) andR) R) JOHN E. HAYES, WILLIAM C. ZORTMANR) and Qualifying Employees Under theR) 1997 Raycom Media Restricted Stock PlanR) (Transferees)R) R) For Consent to the Transfer of R) Control of Raycom Media, Inc., R) Controlling Corporation of the R) Licensees of:R) R)  Xk-KFVSTV, Cape Girardeau, MOR)hppBTCCT971223PA  XT-KWWL(TV), Waterloo, IAR)hppBTCCT971223PB  X=-WAFB(TV), Baton Rouge, LAR)hppBTCCT971223PC  X&-WAFF(TV), Huntsville, ALR)hppBTCCT971223PD  X-WTOCTV, Savannah, GAR)hppBTCCT971223PE  X-WTVM(TV), Columbus, GAR)hppBTCCT971223PF  X-KOLDTV, Tucson, AZR)hppBTCCT971223PG  X-KSLATV, Shreveport, LAR)hppBTCCT971223PH  X-WMCTV, Memphis, TNR)hppBTCCT971223PK  X-WUPW(TV), Toledo, OHR)hppBTCCT971223PL  X-WACH(TV), Columbia, SCR)hppBTCCT971223PM  Xn-KSFYTV, Sioux Falls, SDR)hppBTCCT971223PN  XW-KABYTV, Aberdeen, SDR)hppBTCCT971223PP  X@ -KPRYTV, Pierre, SDR)hppBTCCT971223PQ  X)!-WTNZ(TV), Knoxville, TNR)hppBTCCT971223PR  X"-WTVRTV, Richmond, VAR)hppBTCCT971223PS  X"-WECT(TV), Wilmington, NCR)hppBTCCT971223PT  X#-KNDO(TV), Yakima, WAR)hppBTCCT971223PU  X$-KNDU(TV), Richland, WAR)hppBTCCT971223PV  X%-KTVO(TV), Kirksville, MOR)hppBTCCT971223PW  X&-WDAMTV, Laurel, MSR)hppBTCCT971223PX  X'-WLUCTV, Marquette, MIR)hppBTCCT971223PY  Xq(-WPBNTV, Traverse City, MIR)hppBTCCT971223PZ"q(,))ZZ3'"Ԍ X-WTOMTV, Cheboygan, MIR)hppBTCCT971223QA  X-WSTMTV, Syracuse, NYR)hppBTCCT971223QB  X-WMC(AM), Memphis, TNR)hppBTC971223PI  X-WMCFM, Memphis, TN R )hppBTCH971223PJ  Xv-  MEMORANDUM OPINION AND ORDER TP  XH-X` hp x (#%'0*,.8135@8:license are in different states and approximately 133 miles apart, serve separate and distinct  xmarkets. Whereas KTVO(TV) is located in the OttumwaKirksville, Missouri Designated Market  xArea (DMA), the 200th largest DMA, KWWL(TV) is located in the Cedar RapidsWaterlooDubuque, Iowa DMA, the 87th largest DMA.   x4. Raycom contends that, in addition to meeting the Commission's interim duopoly  xpolicy, its continued common ownership of KTVO(TV) and KWWL(TV), which are separate  xynetwork affiliates, will not adversely affect competition and diversity in the overlap area. As to  x[diversity, nine other television stations continue to provide service to all or part of the overlap  xarea, with the entire overlap area receiving service from a minimum of three and a maximum of  x|seven other television stations. Furthermore, Raycom states, it will maintain separate  xmanagement, programming and sales operations, including a general manager and local staff, for each station so that they will continue to operate independently of one another.  X-   x5. Discussion. In adopting the duopoly rule's fixed standard of a prohibited overlap of  xGrade B service contours, the Commission also acknowledged the need for "flexibility" in that  xrule's application, noting that waivers should be granted where rigid conformance to the rule  X- xwould be "inappropriate." Multiple Ownership of Standard, FM and Television Broadcast  X- xStations, 45 FCC 2d 1476, 1479 n.12, recon. granted in part, 3 RR 2d 1554 (1964). To that end,  xthe Commission has developed a set of factors to be considered when evaluating an applicant's  xyrequest for waiver of the duopoly rule, including the extent of the overlap, the number of media  x|voices available in the overlap area, the distinctiveness of the respective markets, the  xindependence of the stations' operations, and the concentration of economic power resulting from  XV- xthe combination. See Iowa State University Broadcasting Corporation, 9 FCC Rcd 481, 48788  XA- x(1993), aff'd sub nom. Iowans for WOITV, Inc. v. FCC, 50 F.3d 1096 (D.C. Cir. 1995); H&C  X,- xLCommunications, Inc., 9 FCC Rcd 144, 146 (1993). After weighing the factors, the Commission  x-considers any public interest benefits proposed by the applicant to determine whether, in light of  X- xthe overlap, the benefits outweigh any detriment which may occur from grant of the waiver. See,  X- xe.g., Iowa State 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"-  ] x6. Currently, the Commission is reexamining its broadcast television ownership policies,  xNincluding the duopoly rule. In January 1995, the Commission proposed a new analytical  Xz$- 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  XN&- xMaking, 10 FCC Rcd 3524 (1995) (Television Ownership Further Notice). Subsequent to the  X9'- xkrelease of that Television Ownership Further Notice, Congress directed the Commission to"9',-(-(ZZ%"  X- xconduct a rulemaking proceeding to determine whether to retain, modify or eliminate existing  xlimitations on the number of television stations that an entity may control within the same  X- xtelevision market.  See Section 202(c) of the Telecommunications Act of 1996, Pub. L. No. 104 xM104, 110 Stat. 56 (Feb. 8, 1996) (Telecomm Act). In response to this Congressional directive  X- xin the Telecomm Act and to update the record, the Commission released the Television  X- xOwnership Second Further Notice. In that Second Further Notice, the Commission tentatively  xconcluded to authorize common ownership of television stations that are in separate DMAs and  Xe- xwhose Grade A contours do not overlap. Television Ownership Second Further Notice, 11 FCC Rcd at 21681.  X" -  x7. The Commission stated in the Television Ownership Second Further Notice that it will  xbe inclined, during the pendency of the television ownership proceeding, to grant duopoly waivers  xinvolving stations in different DMAs with no overlapping Grade A contours, conditioned on  xcoming into compliance with the outcome of the proceeding within six months of its conclusion.  xKIt also noted there its tentative conclusion that the record in that proceeding "supports relaxation  xof the geographic scope of the duopoly rule from its current Grade B overlap standard to a  X- xstandard based on DMAs supplemented with a Grade A overlap criterion." Id. The Commission  xfurther stated that "we do not believe granting waivers satisfying the proposed standard, and  xconditioning them on the outcome of this proceeding, will adversely affect our competition and  XW- xdiversity goals in the interim." Id. Additionally, the Commission gave the staff delegated  XB-authority to act on applications seeking waivers consistent with this interim policy.   X-  n x8. Based on the Commission's interim ownership policy outlined in the Television  X- xOwnership Second Further Notice, we believe that grant of a conditional waiver of the duopoly  xrule, subject to the outcome of the pending ownership proceeding, is justified. Because the two  xstations are in separate DMAs and the stations' Grade A contours do not overlap, the temporary  xycommon ownership of KWWL(TV) and KTVO(TV) would be consistent with the interim policy  X- xset forth in the Television Ownership Second Further Notice. Moreover, our examination of the  xrecord presented here reveals nothing suggesting that we should not follow the established interim  xipolicy in this case. Accordingly, we conclude that grant of a temporary waiver, conditioned upon  x.the resolution of the pending broadcast television ownership rulemaking, will serve the public  xinterest, convenience and necessity. Any request to extend the conditional waiver should be filed at least 45 days prior to the end of the sixmonth period and will be closely scrutinized.  X<          x9. OnetoaMarket Waiver Request. As noted supra  2, the Commission also  xpreviously granted a permanent waiver of the onetoamarket rule to allow Raycom's acquisition  x>of WMCAM, WMCFM and WMCTV (collectively, the WMC stations) from their former  x-owner, Elcom. Raycom bases its waiver request on the onetoamarket standards set forth in the  X"- x Second Report and Order in MM Docket 877, 4 FCC Rcd 1741 (1988) (Second Report and  X#- x[Order), recon. denied in part and granted in part, 4 FCC Rcd 6489 (1989) (Second Report and  X$- x/Order Recon.). In accordance with these standards, the Commission presumptively favors  xLrequests involving: (1) stations serving the top 25 markets where at least 30 separately owned,"m%,-(-(ZZ$"  X- xoperated and controlled stations will remain following the proposed combination;$ $? yOy- xԍ The Commission has been directed to "extend its [onetoamarket] waiver policy to any of the top 50 markets,  {OA- xconsistent with the public interest, convenience, and necessity." See Telecommunications Act of 1996, Pub. 1. No.  x104104,  202(d), 110 Stat. 56 (1996). A proposal to implement this extension of our waiver policy is pending.  {O-See Television Ownership Second Further Notice, 11 FCC Rcd at 21685.$ or (2 ) "failed"  X- xstations, i.e., stations which have not been operational for a substantial period of time or are  xLinvolved in bankruptcy proceedings. Otherwise, waiver requests must be evaluated under the  xmore rigorous casebycase standard. 47 C.F.R.  73.3555(c), n.7. Because the WMC stations  xare located in the Memphis, Tennessee DMA, ranked the 42nd television market in the country,  X- xRaycom submits its waiver request here, as it did in 1996, see supra n.4, pursuant to the caseby x<case standard. To this end, Raycom has filed a showing which updates the information filed with  Xc- xrespect to its onetoamarket request in Raycom I, and concludes that the circumstances  xKwarranting the Commission's grant of that onetoamarket waiver support its continued commonownership of the WMC stations.   $x10. Under the casebycase standard, the Commission makes a public interest  xdetermination by weighing five factors: (1) the potential public benefits of joint operation of the  xifacilities, such as economies of scale, cost savings, and programming and service benefits; (2) the  xtypes of facilities involved; (3) the number of media outlets owned by the applicant in the  xrelevant market; (4) the financial difficulties of the stations involved; and (5) the nature of the  xrelevant market in light of the level of competition and diversity after the joint operation is  X-implemented. See Second Report and Order, 4 FCC Rcd at 1753.  XS-  Px11. Benefits of Joint Operation. In Raycom I, Raycom demonstrated that its joint  xoperation of the WMC stations would produce economic efficiencies totalling approximately  X'- x$420,000. Raycom based this dollar amount on annual combined studio operation, engineering,  xbusiness and management savings of $220,000, and avoidance of a onetime cost of $200,000 to  xirelocate and separate the radio and television transmitter sites and studio operations. In addition,  xRaycom asserted that, without the stability and operating efficiencies that joint ownership  x-provides, the WMC stations "could not continue to produce the abundance of locallyoriginated  X-programming that they currently broadcast." s Z? yO- xԍ Elcom, Raycom's predecessorininterest to the WMC stations, acquired that AM/FM/TV combination from  xScrippsHoward Broadcasting Company pursuant to the Commission's grant of a permanent onetoamarket waiver.  {O-See ScrippsHoward Broadcasting Co., 8 FCC Rcd 8012 (1993).s   x12. Here, Raycom contends that, due to joint ownership of the WMC stations, it  xcontinues to experience substantial economic efficiencies and cost savings totalling approximately  x$400,000 per year. This figure includes a savings of $180,000 attributable to the stations' joint  xnewsgathering function. Separating the WMC stations for independent operation, Raycom  X*- xclaims, would involve an additional, onetime cost of approximately $2 million to cover the  xzconstruction of a new tower and the installation of a new transmitter and antenna. Raycom  xasserts that, but for these cost savings, it would be unable to produce the breadth of public service" ,-(-(ZZ"  X- xprogramming it currently offers, such as: (1) Mike in the Morning, a listener participation  xprogram dealing with local and national issues, including live news, weather and traffic  X- xinformation; (2) One Hour News Block, a news program including a simulcast of WMCTV's  xMnews along with additional news, traffic weather and farm information; and (3) WMCAM's  x[Monday through Friday simulcasts of WMCTV's news programs. As for other public service  xbenefits derived from joint operation, Raycom refers to the WMC stations' support of the Bridge  xBuilders Speaker Series to promote racial harmony, the Race for the Cure to benefit cancer  xresearch and Starry Nights to benefit Metropolitan Interfaith Association. Raycom adds that the  xZWMC stations have a stronger equal employment opportunity "effort" than they might otherwise  xhave as independent stations due to common management and sharing of recruitment sources, job openings and applicant referrals.  X -  1x13. Other Media Outlets/Types of Facilities. Having no other media interests in the  X - x.Memphis market, Raycom refers to our conclusion in Raycom I that continuation of the WMC  xstation combination would not present issues of market dominance inconsistent with the public  xzinterest given the substantial level of competition in the Memphis market. That conclusion,  xRaycom argues, remains true today. In support, Raycom maintains that the technical facilities  X- xof the WMC stations remain virtually unchanged since our decision in Raycom I. WMCTV is  x\a VHF station operating with 100 kW effective radiated visual power (ERP) from an antenna  xheight at 308 meters above average terrain (HAAT), WMCAM is a fulltime Class B AM station  xoperating on 790 kHz at 5 kW day and night and WMCFM is a Class C FM station operating  xon 99.7 MHz at 300 kW ERP from an antenna at 277 meters HAAT. Raycom contends,  xmoreover, that the "technical landscape of the Memphis market has remained relatively constant  X- x=since Raycom I, and that "the facts continue to demonstrate that joint ownership of the WMC  x[s]tations does not dominate the market." According to Raycom, WMCTV competes with eight  xother television stations in the Memphis market, all of which operate at comparable or higher  xpower levels. WMCFM, though operating at a higher power level, competes with 17 other FM  xKstations within the Memphis television metro market, and WMCAM competes with 16 other AM  x/radio stations in the Memphis market, 10 of which operate at comparable or superior power levels.  XC-  }x14.  Financial Difficulties. Noting that none of the WMC stations is experiencing  xfinancial difficulties, Raycom asserts that not all of the casebycase factors are relevant in every  X- xcase. In addition, Raycom states that we previously granted a onetoamarket waiver in Raycom  X-I, despite "the healthy financial status of the WMC [s]tations."  X -  }x15. Competition and Diversity in the Market. The final factor Raycom addresses  X!- xconcerns the nature of the relevant market visavis the Commission's concerns about diversity  X"- xLand competition. In doing so, Raycom refers to our findings in Omni Broadcasting Company,  X#- x12 FCC Rcd 9717 (1997), where we recently considered the assignment of an FM radio station  xin Memphis to Flinn Broadcasting Corporation (Flinn), the licensee of a television station and  xthree other radio stations in the Memphis market. There, Raycom argues, we determined that  xcompetition and diversity is high in the Memphis market, finding that Flinn's proposed  xcombination would compete in a market which includes a total of 44 broadcast stations licensed";' ,-(-(ZZ%"  X- xto over 20 separate owners. Raycom claims that, since it already commonly owns the WMC  xstations, grant of the requested waiver will not adversely affect this level of diversity and  x competition. In fact, Raycom argues, the Memphis market will continue to be served by 25  xKseparate "voices," a number which will not be reduced upon grant of the requested waiver. More  xspecifically, Raycom's showing indicates that, including its stations, a total of nine television  xstations are licensed to the Memphis DMA, and a total of 35 radio stations are licensed to  xcommunities in the television metro market. These 44 broadcast stations, Raycom demonstrates,  xare owned and operated by 25 separate voices. Raycom also points to the wide variety of  xalternative media in the Memphis DMA, which includes nine daily newspapers, 27 weekly  x]publications, 32 cable operators with a cable penetration of 62 percent, seven low power  xtelevision stations and a VCR penetration rate of 78 percent. In sum, Raycom asserts that the  xsignificant level of diversity enjoyed by the Memphis DMA is consistent with that considered in  xwaiver requests previously granted by the Commission, and will not be diminished by the proposed transaction.  X -  x16. Discussion. In analyzing a casebycase request for waiver of the onetoamarket  x!rule, the Commission's "goal in all situations is to permit the public to benefit from such  xkefficiencies of operation as may be achieved through the use of common facilities and staff,  x[consistent with the maintenance of diversity and vigorous competition within the market areas  XM- xinvolved." Second Report and Order Recon., 4 FCC Rcd at 6491. We conclude that, on balance,  xzRaycom's showing in support of its request for waiver of the onetoamarket rule meets our  x[casebycase criteria, and that a waiver in this instance would not adversely affect competition and diversity in the Memphis market.    x17. As discussed above, Raycom has shown that continued joint ownership of the WMC  xLstations will produce economic benefits and cost savings of at least $180,000 per year, and the  X- xMavoidance of a onetime expenditure of approximately $2 million. In Raycom I, we granted a  xpermanent onetoamarket waiver based on, among other things, Raycom's demonstration that  xcost savings, economies of scale and public interest benefits would continue as a result of its  xcommon ownership of the WMC stations. We see no reason to discontinue such benefits and cost  xsavings now, simply because of the unique facts of this case, which involve the relinquishment  xof negative control of Raycom by the Transferors who will nonetheless remain the company's  xonly cognizable shareholders. Rather, we are satisfied that Raycom's continued joint operation  xwill ensure the continuation of the public service programming currently offered on the WMC  xstations, as well as the other public service benefits realized through the stations' joint sponsorship and promotion of major community events and charitable causes.   x18. With respect to the types of facilities involved, the Commission endeavors to predict  x]and avoid any significant adverse effect on diversity or competition from too powerful a  X#- xcombination. Great American Television and Radio Co., 4 FCC Rcd 6347, 6349 (1989). While  xthe technical facilities of the WMC stations are significant, we find that, given the substantial  x>competition in the Memphis market, continuation of the AM/FM/TV combination does not  xpresent issues of market dominance inconsistent with the public interest. We have noted  xelsewhere, moreover, that "as the level of diversity and competition in a market increases, our"+' ,-(-(ZZ%"  X- x<concerns grounded in technical strength of the combining facilities decrease." Louis DeArias, 11  xLFCC Rcd 3662, 3666 (1996). In this vein, the Memphis DMA has a significant level of diversity  xidue to the presence of numerous competing television and radio stations in the market and a wide variety of alternative media.   !x19. Although none of the WMC stations are experiencing financial difficulties, we note  Xx- xthat not all of the casebycase factors are relevant in every case. See Second Report and Order  Xc- xzRecon., 4 FCC Rcd at 6491. In fact, the Commission has previously granted onetoamarket  XN- xwaivers where there was no finding that any of the stations were in financial distress. See, e.g.,  X9- xOmni Broadcasting, 12 FCC Rcd at 9721; Stockholders of Infinity Broadcasting, 12 FCC Rcd 5012, 5052 (1996).   1x20. Finally, we find that the continued joint ownership of the WMC stations will not  xdiminish diversity in Memphis, the 42nd television market. Raycom has no other media interests  xin the Memphis market, and our review of Raycom's showing confirms that, upon grant of these  x=applications, Memphis will continue to be served by 17 AM stations, 18 FM stations and nine  X- xtelevision stations. Of these 44 broadcast stations, we find that Memphis is served by 25  xseparatelyowned and operated broadcast "voices." Because grant of these applications will  x0continue an existing combination, there will be no decrease in this level of diversity and  xcompetition. Furthermore, a wide variety of other media serves the Memphis DMA, including  xnine daily newspapers, 27 weekly publications and 32 cable operators with a 62 percent cable  xpenetration and seven LPTV stations. For the foregoing reasons, we are persuaded that the public  xinterest benefit of continued common ownership of WMCAM, WMCFM and WMCTV in Memphis warrants a waiver of the onetoamarket rule.  X<      x21.  Continued Satellite Requests.  Note 5 to Section 73.3555 of the Commission's rules  xexempts from application of the multiple ownership rules those television stations that are  X- x!"satellite" operations. In Television Satellite Stations, 6 FCC Rcd 4212, 4215 (1991), the  xCommission established the requirement that all applicants seeking to transfer or assign satellite  x]stations justify continued satellite status by demonstrating compliance with a threepart  x"presumptive" satellite exemption standard applicable to new satellite stations. Alternatively,  xapplicants may demonstrate that there exist "other compelling circumstances" to warrant continued  xsatellite authorization. The presumptive satellite exemption is met if the following three public  xinterest criteria are satisfied: (1) there is no City Grade overlap between the parent and the  xsatellite; (2) the proposed satellite would provide service to an underserved area; and (3) no  x=alternative operator is ready and able to construct or to purchase and operate the satellite as a  X - x\fullservice station. Id. at 4212. In furtherance of its proposed transfer of control, Raycom  x[requests continued satellite status for four of its stations. They are: (1) KABYTV, Aberdeen,  xzSouth Dakota, and KPRYTV, Pierre, South Dakota, which operate as satellites of KSFYTV,  xSioux Falls, South Dakota; (2) KNDU(TV), Richland, Washington as a satellite of KNDO(TV),  xYakima, Washington; and (3) WTOMTV, Cheboygan, Michigan, as a satellite of WPBNTV,  x.Traverse City, Michigan. These four satellite stations, Raycom asserts, presumptively qualify under the Commission's threepart standard. "2' ,-(-(ZZ%"Ԍ  x22. Regarding the first criterion, Raycom demonstrates that no City Grade contour  xxoverlap exists between the authorized facilities of the satellite stations and the authorized facilities  xjof their respective parent stations. As to the second criterion, an applicant can use one of two  x\different tests to demonstrate that an area is underserved. Under the "transmission test," a  xproposed satellite community of license is considered underserved if there are two or fewer full X- xjservice stations already licensed to it. Id. at 4215. Review of Raycom's submission shows that  xonly one other station is licensed to the respective communities of license of KABYTV, KPRY xTV and KNDU(TV). More specifically, KABYTV shares its community of license, Aberdeen,  xwith KTSDTV, Channel 10, KPRYTV shares its community of license, Pierre, with KDSDTV,  X3- xChannel 16, and KNDU(TV) shares its community of license, Richland, with KTNW, Channel  x13. Similarly, WTOMTV is the only station licensed to Cheboygan, Michigan. Therefore, each  xof these areas is underserved, and Raycom's four satellite stations satisfy the second presumptive criterion.   x23. With respect to the third criterion, an applicant must show that no alternative operator  xis ready and able to construct, or to purchase and operate, the proposed satellite as a fullservice  xstation. Raycom has not attempted to sell any of the stations separately, believing such efforts  xwould have been futile. In support of its belief, Raycom submits a statement from Brian E.  xCobb, an experienced broadcast broker. Mr. Cobb had submitted letters relating to Raycom's  XM- xkprevious satellite requests for KABYTV, KPRYTV, WTOMTV and KNDU(TV), see supra  xnn.5 & 6, concluding that they would not be viable as standalone stations. Upon review of his  xprevious analyses and the relevant market information, Mr. Cobb again concludes that Raycom's  xfour satellite stations would not be viable as standalone stations. He explains that, in his  x[judgment, "it is unreasonable to expect that a qualified buyer could be found to operate any of  xithe stations as a full service station, especially in the current environment where buyers are aware  xof the impending need to expend large sums of money to convert stations from NTSC to DTV service."  X-  #x24. KABYTV (Aberdeen, South Dakota) and KPRYTV (Pierre, South Dakota).  xAccording to Mr. Cobb's statement, KABYTV and KPRYTV provide free overtheair network  xtelevision service to small, outlying communities which otherwise would be deprived of such  xLservice. He reasons, first, that these stations serve small communities which lack an economic  x[base to support a fullservice station. Further, Mr. Cobb doubts that KABYTV and KPRYTV  xcould retain network affiliation because they are located in the same Sioux FallsMitchell, South  xDakota DMA as their parent station, KSFYTV. It is Mr. Cobb's view, moreover, that the  xnetworks are not inclined to affiliate with markets as small as Aberdeen and Pierre, and he notes  xthat KSFYTV's CBS and Fox competitors also operate satellites to reach underserved areas.  x>Believing no viable buyer exists who would operate either KABYTV or KPRYTV as a full xiservice station, Mr. Cobb states that he would decline an opportunity to list the stations if he was solicited to do so.  XW%-  #x25. KNDU(TV) (Richland, Washington). Mr. Cobb likewise affirms his previous  xconclusion that KNDU(TV) would not be viable as a standalone station and claims no knowledge  xof any changes in the PascoRichlandYakima, Washington DMA which would alter that"+' ,-(-(ZZ%"  x<conclusion. If converted to a fullservice station, he maintains, KNDU(TV) has a high probability  xof being financially unsuccessful, and would operate at a "severe competitive disadvantage" to  x<the other stations in the DMA, each of which operates a satellite station. In addition, he remarks,  xKNDU(TV) has little chance for survival as a standalone facility because it lacks any prospects  xof meaningful network affiliation, and because neither KNDU(TV) nor its parent station has a  xsufficient signal to cover the entire DMA, a necessity for viability. Mr. Cobb concludes that, in  xorder for KNDU(TV) to survive and provide service to its community of license, it must continue to operate as a satellite of a viable parent facility.  X1-  x26. WTOMTV (Cheboygan, Michigan). As in the case of KNDU(TV), Mr. Cobb reaches  x.the same conclusion, here, as he did in his 1996 analysis, that WTOMTV would not be viable  xyas a standalone station. Nor does he have knowledge of any material changes in the Traverse  xiCityCadillac, Michigan DMA which would justify operating WTOMTV as a standalone station.  xLMr. Cobb asserts that WTOMTV has four competitors in the Traverse CityCadillac DMA, all  xjof whom operate satellite facilities to cover this expansive market. Without satellite service, he  xasserts, much of the area in that DMA would go unserved. Mr. Cobb also points out that  xWTOMTV is the only television station licensed to Cheboygan, and contends that the station  xcould not financially survive without the support of WPBNTV, its parent station in Traverse  xCity. Furthermore, he does not believe that WTOMTV, as a standalone, would be attractive  xto a responsible owner. For these reasons, Mr. Cobb states that he would decline marketing WTOMTV as a fullservice station "knowing that its financial success would be so in question."   x27. Based on all of the information provided, we believe that Raycom has not only  xsatisfied the first two criteria of the Commission's presumptive satellite exemption standard, but  xhas demonstrated the unlikelihood of finding an alternative buyer ready and able to operate any  xof its four satellite stations on a standalone basis. Therefore, we find that the continued  x=operation of KABYTV, KPRYTV, KNDU(TV) and WTOMTV as satellites of their respective  xMparent stations would be in the public interest. Among the matters being reexamined in the  X~- xCommission's broadcast television ownership policies in the Television Ownership Second Further  Xi- xNotice is the continued exemption of satellite stations from broadcast ownership restrictions.  xAccordingly, we will condition the grant of these satellite proposals on whatever action is taken in that proceeding.  X&-  h,CONCLUSION   lx28. Having determined that the applicants are qualified in all respects, we find that grant  xof the applications to transfer control of Raycom Media, Inc. from John E. Hayes and William  x\C. Zortman to John E. Hayes, William C. Zortman and qualifying employees under the 1997 Raycom Media Restricted Stock Plan will serve the public interest. x   x29. IT IS FURTHER ORDERED, That the request for a conditional waiver of the  xztelevision duopoly rule, Section 73.3555(b) of the Commission's rules, to permit the common  xownership by Raycom Media, Inc. of television stations KTVO(TV), Kirksville, Missouri, and  xlKWWL(TV), Waterloo, Iowa IS GRANTED, subject to the outcome of the Commission's")' ,-(-(ZZ%"  X- xpending broadcast ownership rulemaking, MM Docket Nos. 91221 and 878. Should divestiture  xbe required as a result of that proceeding, the licensee is directed to file, within six months from  xthe release of the final order in MM Docket Nos. 91221 and 878, an application for  xZCommission consent to dispose of such station(s) as would be necessary for Raycom Media, Inc. to come into compliance with the rules as provided in the final order.   ~x30. IT IS FURTHER ORDERED, That the request for a permanent waiver of the  x|Commission's onetoamarket rule, 47 C.F.R.  73.3555(c), to allow Raycom's common  xownership and operation of WMCAM, WMCFM and WMCTV, Memphis, Tennessee, IS GRANTED.   x31. IT IS FURTHER ORDERED, That the requests of Raycom Media, Inc. for operation  xmof KABYTV, Aberdeen, South Dakota, KPRYTV, Pierre, South Dakota, WTOMTV,  xxCheboygan, Michigan and KNDU(TV), Richland, Washington, pursuant to the satellite exemption  xof Note 5 to 47 C.F.R.  73.3555, ARE GRANTED, subject to the outcome of the Commission's pending television ownership rulemaking in MM Docket Nos. 91221 and 878.   x32. Accordingly, IT IS ORDERED, That the abovecaptioned applications for transfer  xof control of Raycom Media, Inc. from John E. Hayes and William C. Zortman to John E. Hayes,  xWilliam C. Zortman and qualifying employees under the 1997 Raycom Media Restricted Stock Plan, ARE GRANTED. x` `  hh@FEDERAL COMMUNICATIONS COMMISSION  x` `  hh@Roy J. Stewart  X7-x ` `  hh@Chief, Mass Media Bureau