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A. a.(1)(a) i) a)DocumentgPleadingHeader for Numbered Pleading PaperE!n    X X` hp x (#%'0*,.8135@8:d<d<CCYYdCCddCYCdYzzzzCCCCqodYYYYYYYYYYY8888dddddddnddddddd"5@^2Coddȧ8CCdr2C28ddddddddddCCrrrdzNdzoȐC8CtdCdoYoYCdo8Co8odooYNCodddYO,Oh2CC!CCPRCdodddddȐYYYYYN8N8N8N8oddddooooddoddddzodddYYYYYYddddooPoNoNCNodo8RoodȐYYoNoNNF2ldCdddddd%7777777777>>>1eOIIOC=OO%+OCbOO=OI=COOhOOC%%47%17171%777V7777%+77O77155<%%%%,-%77O1O1O1O1O1bII1C1C1C1C1%%%%O7O7O7O7O7O7O7O7O7O7O1O7O7O7O7O7=7O7O1O1I1I1I1C1C1C1O7O7OO7O7O7O7,7%7%%%7+O7CC-O7O7O7bOI%I-=+=+N&27%177777"SS7!TT7S!%%117n%%77ln%1n%!t%<<<<>mBBs,?>[N6Wms[77UUUH_%7777777777>>>1eOIIOC=OO%+OCbOO=OI=COOhOOC%%47%17171%777V7777%+77O77155%T7,OOOOOO=7111111I111117777777<7777777"5@^!)22SN!!28!2222222222888,\HCCH=8HH!'H=YHH8HC8=HH^HH=!!/2!,2,2,!222N2222!'22H22,006!!!!()!22H,H,H,H,H,YCC,=,=,=,=,!!!!H2H2H2H2H2H2H2H2H2H2H,H2H2H2H2H282H2H,H,C,C,C,=,=,=,H2H2HH2H2H2H2(2!2!!!2'H2==)H2H2H2YHC!C)8'8'N#-2!,22222KK2LL2K!!,,2d!!22bd!,d!t!77778c<(>(9'"   KCommission's policy of deferring consideration of the discrimination complaint until there is a resolution by the   appropriate governmental agencies and the courts. The staff also determined that the employment contract disputes   were matters outside the Commission's regulatory jurisdiction that did not affect CBS's qualifications to be a  {O-  .Commission licensee or warrant further consideration. See Letter from Linda B. Blair, Chief, Audio Services   xDivision, Mass Media Bureau, Jan. 22, 1998. Ms. Purtell filed a petition for reconsideration of the staff's action,  {Oz-  <which was dismissed on procedural grounds, including untimeliness. See Letter from Linda B. Blair, Chief, Audio   -Services Division, Mass Media Bureau, Mar. 6. 1998. An additional pleading concerning the merger was filed by   Robert Brunner. However, Mr. Brunner's pleading was not served on ARSC and CBS, and therefore was referred  {O-  wto the Office of the General Counsel in accordance with the provisions of the Commission's ex parte rules, 47 C.F.R.  yO- 1.1212(c). Mr. Brunner's pleading has been associated with, but not made part of, the record. Ħ See"df ,>(>(ZZ" Letter from Linda B. Blair, Chief, Audio Services Division, Mass Media Bureau, Feb. 25, 1998.  S- 5. CBS #XP\  P6Q DXP##&J\  P6Q &P#directly, or through its subsidiaries, controls fifteen fullservice television stations, #&J\  P6Q &P#three   television satellite stations, and 75 radio stations (31 AM stations and 44 FM stations). As a result of   the proposed merger, CBS will acquire 97 radio station licenses or permits (24 AM stations and 73 FM  S8-  stations).( 8f  yO>-  ԍ This total includes stations for which there are pending or granted and unconsummated assignment   applications. Specifically, the acquisition of KKIK(FM), Temple, Texas has been approved but not consummated.   Additionally, the sales of the following ARSC stations have been approved, but not consummated: KSJO(FM), San   Jose; KFNS(AM), Wood River, Missouri; and WEAT(AM), West Palm Beach, Florida. There are also pending   assignment applications in which ARSC proposes the sale of WQSO(FM) and WZNN(FM), Rochester, New   Hampshire, WEZR(AM) and WMYF(AM), Exeter, New Hampshire to Capstar Broadcasting Partners, Inc. ARSC   has also been granted construction permits for expanded band frequencies associated with WZNN(AM), Rochester, New Hampshire and KOOR(AM), Clovis, California. These authorizations are also included with the merger.   In addition, ARSC recently filed applications for a likekind exchange of stations with ECI License Company, L.P.   (ECI). ARSC's subsidiary will sell KRXQ(FM), Sacramento, to ECI, and in exchange, will acquire KRAK(FM),   yRoseville, California, from ECI. However, KRAK(FM) is not included in the applications associated with the merger.  As a result of the proposed merger, CBS will acquire existing ARSC radio station groups in   local radio markets in thirteen metropolitan areas where it does not control any radio or television stations.   CBS will also acquire radio stations from ARSC in local radio markets in ten metropolitan areas where   it already controls radio station groups. CBS has submitted showings to demonstrate the merged entity's   radio ownership complies with the Commission's local radio ownership rules in all relevant local radio   markets where it will add ARSC stations to its existing radio combinations with the exception of certain   markets in Boston, Baltimore, and San FranciscoSan Jose. CBS will have to divest itself of stations in   Mthese local radio markets in order to come into compliance with the numerical limits of the local radio   ownership rules. In the event that the required divestitures have not taken place, CBS proposes to assign   =stations in these radio markets to fixed, shortterm trusts insulated in accordance with the Commission's   !rules and policies. The assignment of these stations to trusts would eliminate the merged entity's   attributable interests in stations exceeding the local radio ownership rules' numerical limitations and allow the merger to go forward.  S- 6. CBS also has radiotelevision station combinations in four markets where it also proposes to"V,>(>(ZZ"  S-  [acquire ARSC radio stations Boston, Baltimore, Pittsburgh and San FranciscoOaklandSan Jose. yOh-  ԍ No other radiotelevision combinations are created or augmented by CBS's acquisition of ARSC's radio stations. CBS   controls permanent radiotelevision combinations in two of these markets Pittsburgh and San Francisco S-  OaklandSan Jose. See Westinghouse Electric Corporation, Request for Permanent Waivers of Section  S-  73.3555(c), 12 FCC Rcd 5012 (1996)(granting permanent onetoamarket rule waiver in San Francisco Sd-  kOaklandSan Jose); Stockholders of CBS Inc., 11 FCC Rcd 3733 (1995)(granting permanent onetoa  market rule waiver in Pittsburgh). CBS also was granted an additional temporary, conditional onetoa  market waiver in San FranciscoOaklandSan Jose in connection with its merger with Infinity Broadcasting  S-  Corporation. See Stockholders of Infinity Broadcasting Corporation, 12 FCC Rcd 5012 (1996).  yO -ԍ At the time of its merger with Infinity, CBS was part of Westinghouse Electric Corporation. CBS also  S-  holds temporary, conditional waivers for radiotelevision combinations in Boston and Baltimore. Id. The   temporary, conditional onetoamarket rule waivers for SanFranciscoOaklandSan Jose, Boston and   \Baltimore were granted for a period ending six months after the Commission issues its decision in the   television ownership proceeding, in which the Commission is considering issues related to radiotelevision  S* -crossownership.{^*  {Oz-  ԍ See Review of the Commission's Regulations Governing Television Broadcast Ownership in MM Docket Nos.  {OD-  91221 and 878, 11 FCC Rcd 21655 (1996)(Second Further Notice of Proposed Rule Making); 10 FCC Rcd 3524  {O-(1995)(Further Notice of Proposed Rule Making).{  S - 7. #&J\  P6Q &P#Because the proposed merger will result in its acquisition of additional radio stations in Boston,   Baltimore, and Pittsburgh, CBS requests conditional onetoamarket waivers in these three markets for   a period ending six months after the Commission issues its decision in the television ownership   proceeding. CBS states that it currently does not anticipate that the merger will create any new radio  television combinations in the San FranciscoOaklandSan Jose market. In this regard, CBS cannot acquire   any of ARSC's four San Jose area radio stations without exceeding the local radio ownership rules'   [numerical limitations. Thus, CBS proposes to complete the sale of one of ARSC's San Jose stations and  S-  .to place the remaining stations in an insulated trust so that they may be sold to new parties. yO8-  ԍ In addition, CBS has filed a contingent application to assign the station subject to the approved, but not yet consummated sale to the trust, in the event that the sale cannot be completed before the merger closes.  However,   CBS may decide instead to sell one or more of the stations it already owns in order to come into   >compliance with the local radio ownership rules in San FranciscoSan Jose. If this occurs, the ARSC   stations held in trust could be assigned to CBS. CBS's potential acquisition of one of ARSC's San Jose   -radio stations, KUFX(FM), would require a waiver of the onetoamarket rule. CBS requests a temporary,   conditional onetoamarket waiver in San FranciscoOaklandSan Jose to permit the acquisition of   KUFX(FM) from the trust in the event that such an acquisition becomes permissible under the local radio ownership rules.   SZ- 8. For the reasons that follow, we will grant the transfer of control of ARSC to CBS and the   temporary onetoamarket waivers requested in connection with the transfer of control, conditioned on"2. ,>(>(ZZ{"  S-  the outcome of the television ownership proceeding.$ yOh-  ԍ The Mass Media Bureau has delegated authority to act on uncontested onetoamarket waiver requests that  {O0-  involve stations in the top 100 television markets and that present no new or novel issues. Louis C. DeArias,  {O-  Receiver, 11 FCC Rcd 3663, 3667 (1996); see also Second Further Notice in the Television Ownership Proceeding, 11 FCC Rcd at 21689 n. 130.  However, our approval of the merger and the   \underlying applications to transfer control of ARSC to CBS will be conditioned on the assignment of   certain stations to trusts in order to ensure that the merged entity complies with the Commission's local radio ownership rules in these markets.  S8- ^9. Our approval of the merger and the underlying transfer of control applications also will be   [modified to take into account the DOJ Settlement Agreement, which requires the merged entity to divest   itself of a total of seven stations: four in Boston; one in Baltimore; and two in St. Louis. Specifically,   .under the terms of the DOJ Settlement Agreement, CBS will be required to divest the following stations   Lcurrently controlled by ARSC: WOCT(FM), Baltimore; KSD(FM) and KLOU(FM), both in St. Louis;   =WEEI(AM), WRKO(AM), both in Boston, WEGQ(FM), Lawrence, Massachusetts, and WAAF(FM),   Worcester, Massachusetts. Divestiture of the stations must be completed within six months of   consummation of the trust applications that will be approved herein, or within nine months of the filing of the complaint in the civil antitrust action March 31, 1998 whichever is earlier.  S -  MULTIPLE OWNERSHIP MATTERS ă  S0- cRadio Contour Overlap Rule  S-  S- " 10.  Background.  The radio local ownership rules impose restrictions on the number of radio   .stations in the same service and on the number of radio stations overall which may be commonly owned   in any given local radio market. A local radio market is defined by the area encompassed by the mutually  Sj-  yoverlapping principal community contours of the stations proposed to be coowned. See Implementation  SD-  of Sections 202(a) and 202(b)(1) of the Telecommunications Act of 1996, 11 FCC Rcd 12368, 12370   (1996). Under the radio local ownership rules, as amended by the Telecommunications Act of 1996, in   [a radio market with 45 or more commercial radio stations, a party may own up to eight commercial radio   stations, no more than five of which are in the same service; in a market with 30 to 44 commercial radio   stations, a single entity may own up to seven commercial radio stations, no more than four of which are   jin the same service; in a market with 15 to 29 stations, a party may own up to six stations, no more than   .four of which are in the same service; and, in markets with 14 or fewer stations, one owner may hold up   to five stations, no more than three of which are in the same service, except that no one entity may control  S-  [more than 50 percent of the stations in a market. Id. See also Telecommunications Act of 1996, Section  S-202(b).e  yO4"-ԍ Pub. L. No. 104104,  202(b), 110 Stat. 56 (1996). e   S- N 11. As result of the proposed merger, CBS will acquire existing ARSC radio station combinations   in local radio markets in the following areas, where it does not control any radio stations: Austin; Buffalo;   Cincinnati; Charlotte; Fresno; Kansas City, Missouri; Las Vegas; Palm Springs; Portland; Portsmouth  DoverRochester, New Hampshire; Seattle; West Palm Beach, Florida; and Rochester, New York. ARSC's   .ownership of these existing station groups was previously reviewed pursuant to the Commission's local" D ,>(>(ZZe""   [radio ownership rules and approved. Nothing in the record suggests that permitting the transfer of these previously passedupon combinations would be contrary to the public interest.   S- | 12. CBS also will add ARSC stations to its existing radio station groups in local radio markets   in the following areas: Pittsburgh; Los Angeles; St. Louis; and New YorkHartford. CBS has submitted   jshowings to demonstrate that these proposed radio combinations comply with the local radio ownership   =rules. Our review of the showings submitted by CBS confirms that the merged entity's radio ownership   in Pittsburgh, St. Louis, New YorkHartford, and Los Angeles complies with the radio ownership rules'  S-  ynumerical limitations on overall radio ownership and on sameservice ownership. Nonetheless, under the   .terms of the DOJ Settlement Agreement, the merged entity will be required to divest itself of two of the   four St. Louis FM stations that it proposes to acquire from ARSC KSD(FM) and KLOU(FM). We will condition our approval of the merger accordingly.   S -  13. CBS's acquisition of ARSC's stations in Boston, Baltimore, and San FranciscoSan Jose  Sacramento where it already has existing radio station groups would exceed the local rules' numerical   limitations. In the applications associated with the merger, CBS stated its intent to come into compliance   with the local radio ownership rules prior to consummating the merger by either selling stations to new   parties or by assigning stations to insulated trusts for a limited six month period. In this regard, CBS   stated that it would actively pursue the sale of stations that must be divested to minoritycontrolled entities,   including those which would constitute new entrants to broadcasting. The Minority Media and   Telecommunications Council ("MMTC") would assist CBS in the search for minoritycontrolled buyers.   .CBS pledges to ensure that these potential buyers are afforded a full and fair opportunity to pursue and   complete sale transactions for stations that must be divested, including a reasonable amount of time to raise capital.  S- P 14. All of the necessary applications for the sale of stations in Boston, Baltimore and San   FranciscoSan Jose have not been filed. Accordingly, in order to facilitate its ability to consummate the   merger, CBS proposes to come into compliance with the local radio ownership rules by assigning to   Linsulated trusts stations in Boston, Baltimore and San FranciscoSan Jose. To preserve the insulation of   ythe trusts, yet permit CBS to carry through on its commitment to seek minority and new entrant buyers,   CBS has filed an amendment to the transfer of control applications stating that the trusts will direct the   /trustee to pursue this course where the stations in trust are to be sold. Moreover, CBS states that if   stations held in trust are subsequently reassigned to the merged entity, CBS will honor the commitment   to seek out minorities and new entrants to the extent that these stations are subsequently sold by CBS.  Q-  S-  r Boston, Baltimore, San FranciscoSan JoseSacramento ă  Q`-  S8- ?15.       Boston. CBS currently has ownership interests in the licenses of four radio one AM and   three FM stations. ARSC controls seven radio stations in the Boston area four AM stations,   MWRKO(AM), WEEI(AM), WWTM(AM) and WNFT(AM), and three FM stations, WBMX(FM),   =WEGQ(FM), and WAAF(FM). However, the principal community contours of the eleven Boston area   stations do not all mutually overlap. Therefore, the merged entity's proposed ownership of radio stations   constitutes a "chain" of stations in five local radio markets that are each composed of stations with"p# ,>(>(ZZ$"  S-  imutually overlapping principal community contours.  yOh-  ԍ We note that ARSC also controls four stations two AM and two FM in Rochester and Exeter, New   Hampshire, north of Boston. None of these four stations have principal community contour overlap with any of   CBS's Boston area stations. However, two of these New Hampshire stations have principal community contours that   overlap with ARSC's WRKO(AM). Although the four New Hampshire stations are included in our analysis of the   Yfive local radio markets in this "chain," we note that there are applications pending that propose the assignment of  {OP-these New Hampshire stations to Capstar Broadcasting Partners, Inc. See n.3 supra.  See generally, Paxson Communications Corporation,  S-  j12 FCC Rcd 19583 (1997); Memorandum Opinion and Order in MM Docket 91140, 7 FCC Rcd 6387,   .639596 and n.54 (1992)(clarifying the analysis of "chains" of commonlyowned stations that do not all  S-mutually overlap).   S<- 16. Based on our review of CBS's showing, we have determined that CBS's proposed radio   =ownership in Boston complies with the local radio ownership rules' numerical limits in all but one of the   local radio markets in the chain. In this local radio market, the merged entity would control nine stations   ԩfour AM and five FM all of which have mutually overlapping principal community contours. These   nine stations are: WBZ(AM), WRKO(AM), WEEI(AM), WNFT(AM), WODS(FM), WBCN(FM),   WZLX(FM), WBMX(FM) and WEGQ(FM). Thus, the proposed radio combination exceeds the overall   ownership limitation of eight stations applicable to this market of 45 or more radio stations. CBS has   proposed to divest itself of one station, either an AM or an FM, which would bring it into compliance   with the local radio ownership rules, but has not yet filed an application to do so. Moreover, the radio   \combination in this market includes three of the four Boston stations covered by the DOJ Settlement   <Agreement WRKO(AM), WEEI(AM), and WEGQ(FM). Divestiture of any one of the stations required   by the DOJ Settlement Agreement would also bring the merged entity into compliance with the   \Commission's local radio ownership rules. CBS has filed an application to assign WFNT(AM) to the   Boston License Trust. CBS asserts that assignment of this station to the trust will bring the merged entity   into compliance with the Commission's rules, so that the merger can be consummated. During the six month trust period, CBS will seek to sell the stations it is required to divest by the DOJ.   S- 17. Baltimore.  CBS currently controls five radio stations two AM and three FM in the   yBaltimore area. Likewise, ARSC controls five stations in Baltimore two AM stations, WBMD(AM),   ZWBGR(AM), and three FM stations, WQSR(FM), WWMX(FM) and WOCT(FM). In addition, CBS has   -FM stations in the Washington, DC metropolitan area that have principal community contour overlap with   /some of the Baltimore stations that it will control as a result of the merger. The merged entity would   control a total of fourteen stations in the BaltimoreWashington, D.C. area. We have determined, based   Kon CBS's showing, that the merged entity's proposed ownership of these fourteen stations constitutes three  S|-  local radio markets, each composed of stations with mutually overlapping principal community contours. |B yO^ -  ԍ We note that CBS controls radio stations in the Washington, DC area that do not have principal community   contour overlap with any of the stations that the merged entity will acquire from ARSC in Baltimore. CBS's  {O!-  ownership of these stations was previously approved. See WHFS, Inc., 12 FCC Rcd 3965, 396970 (1997). In   =addition, our independent review of the record here reveals no other circumstances which would preclude the  {O#-  common ownership of these stations in combination with the other stations that the merged entity will control. See,  {OJ$-e.g., S.E. Licensee, G.P., 11 FCC Rcd 16727 (1996).    Our independent analysis of CBS's showing confirms the merged entity's ownership complies with the   local radio ownership rules' numerical limitations in two markets, which include the mutually overlapping   Baltimore and Washington, D.C. stations, but not in the third market, which includes the stations that CBS" ,>(>(ZZ>"   currently owns in Baltimore and the stations that ARSC currently owns in Baltimore. Specifically, this   llocal radio market is composed four AM stations and six FM stations, all of which have mutually   overlapping principal community contours: WJFK(AM), WCAO(AM), WBMD(AM), WBGR(AM) WLIFFM, WXYV(FM), WHFS(FM), WQSR(FM), WWMX(FM) and WOCT(FM).  S8- 18. There are at least 45 stations in the local radio market composed of the proposed coowned   yBaltimore area stations. The merged entity's ownership of these ten stations in the Baltimore area would   exceed both the overall limit of eight stations as well as the applicable limitation of five sameservice   <stations. The DOJ Settlement Agreement requires CBS to divest itself of one of the Baltimore FM stations   jin this market WOCT(FM) which would bring the total number of FM stations CBS controls to five.   CBS also must divest itself of an additional station, either AM or FM, in order to comply with the   Commission's rules. In order to permit consummation of the merger transaction before the required   divestitures take place, CBS has filed applications to assign the following five stations to the Baltimore   jLicense Trust: WBMD(AM); WBGR(AM); WWMX(FM); WOCT(FM); and WQSR(FM). These are   stations currently controlled by ARSC. CBS acknowledges that it proposes to place more stations in trust   than would be required by the Commission's rules. However, CBS has not yet finalized proposals for the   ysale of stations that must be divested. Moreover, CBS states that these stations share employees and, in   =some cases, are colocated at shared facilities. CBS argues that these operational arrangements could not continue unless all of the stations are assigned to the insulated trust.   S- 19. San FranciscoSan JoseSacramento.  ARSC and CBS both control stations in the San   FranciscoSan Jose area. CBS controls eight stations in the San FranciscoSan Jose area three AM   stations and five FM stations. ARSC has four FM stations in the San Jose area KBAY(FM),   <KSJO(FM), KUFX(FM), and KEZR(FM). ARSC also controls seven radio stations in Sacramento two   wAM and five FM stations: KQPT(AM), KHTK(AM), KYMX(FM), KSFM(FM), KZZO(FM), KNCI(FM),  S-  KRXQ(FM). " {O-  ԍ As set forth in note 3, supra, there are assignment applications pending for an exchange of two Sacramento   area stations between ARSC and ECI. ARSC will sell KRXQ(FM) to ECI and acquire KRAK(FM) from ECI.   However, this exchange does not have any effect on the analysis of the merged entity's radio ownership in San FranciscoSacramentoSan Jose.  Although CBS does not control any stations in the Sacramento area, KCBS(AM) and   KFRC(AM), two of its San Francisco AM stations, have principal community contours that overlap some   \of ARSC's Sacramento stations. In addition, one of ARSC's Sacramento AM stations, KHTK(AM), overlaps some of the stations that the merged entity would control in San FranciscoSan Jose.  SP- 20. Based on our analysis of CBS's showing, which takes into account proposed modifications   <of certain stations, we conclude that the merged entity's proposed ownership of a total of nineteen stations   in San FranciscoSan JoseSacramento constitutes six local radio markets, each of which is composed of   /stations with mutually overlapping principal community contours. We also have confirmed that the   =merged entity would comply with the local radio ownership rules' numerical limitations in five of the six   markets. However, in the sixth market, which has at least 45 stations, CBS already owns the eightstation   overall maximum, as well as the maximum number of five FM stations KCBS(AM), KFRC(AM),   xKYCY(AM), KITS(FM), KYCYFM, KLLC(FM), KOME(FM), KFRC(FM). Thus, CBS's acquisition of   ARSC's four additional FM stations KUFX(FM), KEZR(FM), KSJO(FM), and KBAY(FM) would   result in the merged entity's ownership of twelve stations with mutually overlapping principal community   contours three AM and nine FM in the same local radio market, exceeding the applicable numerical limitations.""  ,>(>(ZZ$"Ԍ S- @ԙ21. The Commission has approved ARSC's sale of KSJO(FM), but that the sale has not been   consummated. Even after the sale of KSJO(FM) is completed, however, the merged entity would have   Lto divest three additional FM stations in order to comply with the local radio ownership rules. CBS has   [stated that it intends to sell the three remaining ARSC San Jose stations KEZR(FM), KUFX(FM) and   KBAY(FM) although existing CBS stations may instead be substituted for the ARSC stations to be   divested. In order to come into compliance with the local radio ownership rules so that the merger can   =be consummated, CBS also has filed applications to assign to ARSC's four San Jose stations including   KSJO(FM) to The San Francisco/San Jose License Trust. CBS has also filed an application to assign one of the stations that it currently controls in San Jose KOME(FM) to the KOME Trust.   Sp- 22. CBS also acknowledges, as it did with respect to the Baltimore License Trust, that it proposes   =to place more stations in trust than would be required in order to comply with the local radio ownership   rules. CBS points out that as is the case with the Baltimore stations proposed to be held in trust, some   Mof the stations to be assigned to the San Francisco/San Jose License Trust are operated with common facilities and employees.  S - PJDiscussion ă  S0- 23.   The Commission previously has approved the use of properly insulated trust arrangements   Nas a legitimate means to avoid attribution of a broadcast interest under the Commission's multiple  S-  ownership rules.  Attribution of Ownership Interests, 97 FCC 2d 997, 1023 (1984), reconsideration  S-  granted in part, 58 RR 2d 604 (1985), further reconsideration granted in part, 1 FCC Rcd 802  S-  (1986)("Attribution"). Thus, "trusts are occasionally established specifically to effect compliance with the  Sn-  LCommission's rules for holdings which would violate the [multiple ownership] rules if held outright." Id.  SH-  See e.g., Stockholders of Infinity, 12 FCC Rcd at 504041; Viacom Inc., 9 FCC Rcd 1577, 1578 (1994);  S"-  .Twentieth Holdings Corporation, 4 FCC Rcd 4052 (1989). Under the Commission's attribution criteria,   the ownership interests of trustors or beneficiaries will not be attributed to them if they are sufficiently   insulated to prevent the exercise of control or influence over the trustee. We have reviewed the four   agreements for the proposed trusts and find that these agreements conform in all respects with the  S-  <Attribution insulation standards. Although the trusts are not irrevocable because they are subject to prompt   termination upon divestiture of a sufficient number of stations in the relevant local radio markets in   >Boston, Baltimore, and San FranciscoSan JoseSacramento, this provision does not affect the trusts'  S-  eligibility for insulation from attribution. See, e.g., Stockholders of Infinity, 12 FCC Rcd at 5041;  S-  .Twentieth Holdings, 4 FCC Rcd at 4054. Moreover, the trusts ensure that control of the stations rests   with, and must be exercised solely by, the designated trustee. The trust instruments clearly state that there   will be no communications with the trustee regarding the management or operation of the stations subject   to the trusts. Additionally, CBS and ARSC have specifically demonstrated the independence of the   jtrustee, Bill Clark, an individual with no familial or business relationships with ARSC or CBS. However,   the trust applications reveal that Mr. Clark is a member of the Broadcasting Management Committee of   the board of directors of Latin Communications Group, Inc., which controls stations in the San Jose area.   Mr. Clark has pledged to resign his position with LCG prior to consummation of the applications covering the stations in the San Francisco/San Jose License Trust and the KOME Trust.  SZ$- 24. Because CBS and ARSC have not yet filed applications to assign a sufficient number of   stations in local radio markets in Boston, Baltimore, and San FranciscoSan JoseSacramento to new   parties, the merger cannot be consummated unless we approve the applications to assign stations in these   jmarkets to the named trusts. Therefore, our approval of these insulated trust arrangements will facilitate"& ,>(>(ZZn("   Mthe merger closing. Nevertheless, we recognize that the merged entity will hold beneficial interests in   additional stations in Boston, Baltimore and San FranciscoSan Jose, through the insulated trusts, that   exceed the maximum permitted under the numerical limitations of the local radio ownership rules. The   Commission previously has indicated that although these kind of trust arrangements may be effective in   avoiding the influence which would trigger attribution and our concern for diversity, they are less able,   Lgiven that CBS is the beneficiary of the trusts, to avoid the Commission's concern for competition in the  S-  affected markets. See, e.g., Shareholders of Infinity, 12 FCC Rcd at 5041. This is particularly true where,   as here, disposition trust arrangements are not proposed. Although some of the stations to be held in trust   ultimately may be sold to new parties, the sale of other stations in these markets may be elected. Thus,   not all of the stations held in trust may be offered for sale to competitors who would otherwise acquire   the stations to more effectively compete with CBS. If the merged entity divests a sufficient number of   <its other stations in these markets, and comes into compliance with the local radio ownership rules, stations   held in trust would be reassigned to the merged entity. Under these circumstances, we have previously   concluded that the trust arrangements must be of a fixed, shortterm duration. Accordingly, we will   .approve the applications to assign stations to trusts for a limited period of up to six months. However,   we will condition our approval of the trust applications on Mr. Clark's resignation from his position with   LCG, an entity which controls radio stations in San Jose. Our approval of the trust applications will allow   Nfor a reasonable period of time for the necessary divestitures to be completed and the trusts to be   terminated. The trusts themselves include provisions for prompt termination upon the merged entity's   compliance with the Commission's rules. In this regard, in each case, within fifteen days of consummation   Lof the sale of sufficient stations under the radio local ownership rules, applications will be filed to assign   lany stations remaining in trust to CBS or its affiliates. We expect the trustee to comply with this   yprovision of the trust, and thus the trusts may terminate earlier than the six months allowed. Moreover,   yany request to extend the temporary six month period for the trusts should be filed at least 45 days prior  SB-to the expiration of the six month period, and will be closely scrutinized. XB yO-  ;ԍ One of the Baltimorearea stations to be placed in trust, WOCT(FM), is subject to divestiture under the terms   wof the DOJ Settlement Agreement. Thus, we will seek the Department's comments concerning any extension of the six month period during which WOCT(FM) is to be subject to the Baltimore License Trust.   S- |25. The Department of Justice has reviewed the merger and has not raised antitrust challenges   [to CBS's proposed acquisition of ARSC's San Jose and Sacramento stations. However, the Department   will require CBS to divest four stations in Boston and one in Baltimore. The Commission has, in the past,   considered the Department of Justice's antitrust determinations in connection with its review of an  SR-  applicant's proposed radio ownership as highly relevant to our decisions. See, e.g., Stockholders of  S,-  Infinity, 12 FCC Rcd 504142; Shareholders of Citicasters, Inc., 11 FCC Rcd 19135, 19142 (1996).   Accordingly, we have taken into account in this case the Department's determination concerning the   competitive effect of the merger in these markets. In addition, the conditions we will impose to ensure   <that the merged entity promptly comes into compliance with the Commission's local radio ownership rules,   and our review of the record in light of the required divestitures, persuades us that CBS's acquisition of   ARSC's stations in Boston, Baltimore and San FranciscoSan JoseSacramento will not have an adverse effect on competition in those markets.  S - z26.  Conclusion.  Based on the foregoing considerations, we find that the radio combinations which   ^CBS will ultimately control after consummation of the merger with ARSC, as modified by the   Department's settlement agreement, do not pose unacceptable risks to competition in the relevant radio   =markets. Our determination includes the merged entity's acquisition of existing and previously approved"v#  ,>(>(ZZ$"  S-  ARSC radio combinations in markets where CBS has no radio ownership interests. However, our grant   0of the transfer of control of ARSC to CBS will be conditioned on compliance with the radio local   ownership rules either by the divestiture of stations in Boston, Baltimore and San FranciscoSan Jose prior   to consummation of the merger or transfer of stations in each market to the proposed trusts for a six   month period while the divestitures are completed. We will also modify our decision based on the   divestiture of stations in Boston, Baltimore, and St. Louis required under the terms of the DOJ Settlement   Agreement. In this regard, WOCT(FM), one of the Baltimore stations to be assigned to a trust, is also   Lsubject to the DOJ Settlement Agreement. Under the terms of the consent decree, the Department must  S-  approve the sale of this station to a new party.z {O( -ԍ See Proposed Final Judgement, Case No. 98CV00819, at  III, p. 9.z We will impose a condition on our grant of the   assignment of WOCT(FM) to the Baltimore License Trust to require the trustee to comply with the terms   .of the DOJ Settlement Agreement with respect to the ultimate sale of WOCT(FM) to a new party. We   also will coordinate our review of the sale of WOCT(FM) to a new party with the Department of Justice   zbefore taking action on that application. Our review of the record reveals no other circumstances that   would preclude CBS's proposed acquisition, under the local radio ownership rules, of ARSC's radio  S -  stations through the proposed merger. See, e.g., NewCity Communications, Inc., 12 FCC Rcd 3929, 395455 (1997).  S -  SZ- Temporary, Conditional OnetoaMarket Waiver Requests  S2-  S - Background  ` `  S- !27. Section 73.3555(c) of the Commission's Rules, the onetoamarket rule, generally proscribes  S-  common ownership of a television and radio station in the same market.Z yO-  ԍ Specifically, Section 73.3555(c) of the Commission's rules prohibits the common ownership of radio and   xtelevision station in the same market under the following two circumstances: first, if the Grade A contour of the   television stations encompasses the entire community of license of an AM or FM radio station; and second, if the   2 mV/m contour of an AM radio station or the 1 mV/m contour of an FM station encompasses the entire community  {O-of license of a television station. See 47 C.F.R.  73.3555(c).  In the Second Report and  Sl-  kOrder in MM Docket No. 877 (Second Report and Order), 4 FCC Rcd 1741, recon. granted in part  SF-  (Second Report and Order Recon.), 4 FCC Rcd 6489 (1989), the Commission established three standards   zfor waiver of the rule. Under these standards, the Commission presumptively favors waiver requests   >involving stations combinations serving the top 25 markets where there remain at least 30 separately   owned, operated and controlled broadcast licenses or "voices" after the proposed combination is  S-  consummated ("top 25 market/30 voices" standard).W  yOT -  ԍ The Commission has been directed to "extend its [onetoamarket] waiver policy to any of the top 50  {O!-  markets, consistent with the public interest, convenience, and necessity." See Telecommunications Act of 1996, Pub.   <L. No. 104104,  202(d), 110 Stat. 56 (1996). A proposal to implement this extension of our waiver policy is  {O"-  xpending. Second Further Notice of Proposed Rule Making in MM Docket Nos. 91221 and 878, 11 FCC Rcd at 21685.W Id at 175152. Second, under the "failed station"   >standard, the Commission presumes that the public interest will also be served in cases involving the   acquisition of "failed" broadcast stations, that is, stations that have not been operating for a substantial  S2-  =period of time, e.g., four months, or that are involved in bankruptcy proceedings. Id at 175253. Third,   waiver requests not eligible for consideration under either the "top 25 market/30 voices" standard or the"  ,>(>(ZZM"   "failed station" standard are evaluated under the more rigorous "casebycase" standard, as set forth in the  S-Second Report and Order.  S- |28. The onetoamarket rule waivers requested by CBS all involve markets that are among the   M25 largest television markets in the country. However, because CBS proposes to control a television   station and more than one sameservice radio station in each of the markets where it requests onetoa S-  jmarket rule waivers, it bases the waiver requests on the more rigorous casebycase waiver standard. See  S-  BMemorandum Opinion and Order in MM Docket 91140, 7 FCC Rcd 6387, 6394 n.40   (1992)(consideration of onetoamarket waivers under casebycase standard is appropriate when a   transaction implicates the numerical limitations of the radio local ownership rules, pending possible  Sv-  ^revision of the onetoamarket rule in the television ownership proceeding). See also Moosey  SP -  Communications, Inc., 8 FCC Rcd 5247 (1993). Under the casebycase waiver standard, the Commission   makes a public interest determination using the following criteria: (1) the potential public service benefits   \of joint ownership of the facilities, such as the economies of scale, cost savings and programming and   {service benefits; (2) the types of facilities involved; (3) the number of media outlets owned by the   .applicant in the relevant market; (4) any financial difficulties involving the stations; (5) the nature of the   jrelevant market in light of the level of competition and diversity after the joint operation is implemented.  Sb-  Second Report and Order, 4 FCC Rcd at 175354. Not all five of the factors mentioned are necessarily  S<-relevant in each case. See Second Report and Order Recon.,  4 FCC Rcd at 6491.  S- 29. The requested rule waivers involve ownership of a television station and more than two same  Mservice radio stations. Until the issues concerning televisionradio cross ownership and the onetoa  market rule are resolved in the television ownership proceeding, the Commission's policy is to approve   permanent, unconditional onetoamarket rule waivers to allow radiotelevision combinations only where   they are clearly consistent with Commission precedent and do not exceed a combination of one television  S&-  Lstation, two AM stations and two FM stations. See, e.g., Stockholders of Infinity, 12 FCC Rcd at 5031.  S-  See also, Second Further Notice in the Television Ownership Proceeding, 11 FCC Rcd at 21689.   jNevertheless, CBS argues that the substantial public interest benefits that will be generated by its merger   with ARSC fully support permanent waivers of the onetoamarket rule for the proposed televisionradio   .combinations in Boston, Baltimore, Pittsburgh and San FranciscoOaklandSan Jose. In this regard, CBS   =argues, as it has in a previouslyapproved merger, that the legislative history of the Telecommunications   Act of 1996 expresses congressional support for permitting, on a permanent basis, radiotelevision  S-  combinations where the proposed ownership of radio stations exceeds two AM and two FM stations. See  S-  Stockholders of Infinity, 12 FCC Rcd at 504344. CBS asserts that Congress has encouraged the   Commission to consider, in connection with its review of radiotelevision crossownership issues, the   current status of competition in radio that resulted in the substantially increased levels of radio ownership   mandated by provisions of the Telecommunications Act of 1996. However, CBS acknowledges the   yCommission's consideration of the onetoamarket rule in the ongoing rulemaking proceeding, and limits   its requests to temporary, conditional waivers. With the exception of its acquisition of four stations in   Boston WEEI(AM), WRKO(AM), WEGQ(FM) and WAAF(FM) and one station in Baltimore   !WOCT(FM) which are subject to divestiture no later than December 31, 1998, under the DOJ   Settlement Agreement, CBS requests these waivers for a period ending six months after final Commission action in the pending television ownership proceeding.  S^$- ` `  S6%- ?30. CBS requests temporary, conditional onetoamarket waivers, subject to the outcome of the"6%,>(>(ZZ&"  S-  television ownership proceeding, in Boston, Baltimore, and Pittsburgh. yOh-  ԍ CBS also controls KCBSTV, Los Angeles, and proposes to acquire ARSC station KFRG(FM), San   KBernadino. However, KCBSTV's Grade A contour does not completely encompass San Bernadino, KFRG(FM)'s   community of license. Nor does KFRG(FM)'s 1 mV/m contour encompass KCBSTV's community of license, Los   Angeles. Therefore, the onetoamarket rule is not implicated by CBS's proposed acquisition of KFRG(FM) from ARSC. In each of these markets, CBS's   acquisition of ARSC will add radio stations to existing radiotelevision combinations already owned by   CBS. In Boston, CBS controls one television station, one AM station and three FM stations. The merger   would result in CBS's acquisition of seven ARSC stations in Boston four AM and three FM. In   LBaltimore, CBS has one television station, two AM stations and three FM stations. CBS would acquire   yfive ARSC stations in Baltimore as a result of the merger two AM and three FM. However, CBS must   divest stations in Boston and Baltimore under the terms of the DOJ Settlement Agreement and also to  S-  ]come into compliance with the Commission's radio ownership rules. See  1518, and 26 supra.   Following the required divestitures, CBS will control a television/ three AM/ four FM station combination   in Boston. In Baltimore, where the DOJ Settlement Agreement requires the divestiture of an FM station,   ?CBS must also divest itself of an additional radio station, either AM or FM, under the local radio   ownership rule. If the additional divestiture is an AM station, CBS thereafter will control a television/   three AM/ five FM combination in Baltimore. If an FM is divested, CBS will control a television/four AM/four FM combination.  S - 31. In Pittsburgh, CBS currently has a permanent television/AM combination and will acquire   three additional FM stations from ARSC. Thus, CBS will control a television/one AM/ three FM combination in this market.  S - 132. In San FranciscoOaklandSan Jose, CBS controls a combination of one television station,  S-  three AM stations and four FM stations.Zx yO-  ԍ KOME(FM), a San Jose station controlled by CBS, is not included in this temporary radiotelevision   combination because the common ownership of KOME(FM) and KPIXTV does not trigger the onetoamarket rule's  {O-contour encompassment provisions. See Stockholders of Infinity, 12 FCC Rcd at 5049, n. 30.  ARSC controls KUFX(FM), a station in Fremont, California.   The Grade A contour of CBS's San Francisco television station, KPIXTV, encompasses Fremont, and   therefore, the onetoamarket rule would be implicated if the merged entity acquires this station. However,  Sj-  as discussed supra at  2021, CBS's acquisition of ARSC's FM stations in the San Jose area, including   KUFX(FM), would be impermissible under the local radio ownership rules. Thus, KUFX(FM) is to be   lassigned to an insulated trust and potentially sold to a new party. CBS nevertheless states that it   .ultimately may decide to sell one or more of the San Francisco area stations that it now controls, so that   the divestiture of KUFX(FM) would not be required for compliance with the local radio ownership rules.   Accordingly, CBS requests a temporary, conditional onetoamarket waiver so that the merged entity   would have in place a onetoa market rule waiver that would allow it to acquire KUFX(FM) from the  ST-  trust without violating the onetoamarket rule.XT yO#-  ԍ ARSC controls three additional FM stations in the San Jose area: KEZR(FM) and KSJO(FM), San Jose; and   KBAY(FM), Gilroy. CBS's current plan is to place these stations in trust so that the merged entity can come into  yO%-  compliance with the local radio ownership rules, and then for the stations to be sold to new parties. CBS also may   alter this proposal, and instead sell one or more of its existing stations, so that it could ultimately acquire one or more   Jof these ARSC stations from the trust without violating the numerical limitations of the local radio ownership rules.   Even if this were to occur, the onetoamarket rule is not implicated. CBS has demonstrated that the Grade A"v',>(>('"   Zcontour of KPIXTV does not encompass the communities of license of KEZR(FM), KSJO(FM) or KBAY(FM).   In addition, CBS demonstrates that the 1 mV/m contours of these stations do not encompass San Francisco, where KPIXTV is licensed.  However, because CBS would have to sell one of its"T,>(>(ZZ|"   existing stations in order to acquire KUFX(FM), there would be no expansion of CBS's radiotelevision   combination in the San FranciscoOaklandSan Jose market. CBS would still control one television   >station, three AM stations and four FM stations with a temporary radiotelevision combination that includes KUFX(FM).   S8- Waiver Showings   S-  S- _   33. Benefits of Joint Operation. CBS states that joint operation of the radio and television   stations that it currently controls in the markets at issue here has already resulted in operating efficiencies   and cost savings. Nevertheless, CBS contends that its acquisition of ARSC stations in these markets will   permit the continuation of these efficiencies and will lead to increased cost savings in the future.   Specifically, CBS has made preliminary estimates of projected cost savings for each of the markets where   it will acquire ARSC radio stations. The total projected cost savings in each market is: Boston, $450,000;   Baltimore, $500,000; Pittsburgh, $700,000; and San FranciscoOaklandSan Jose, $175,000. CBS has   broken down its aggregate estimated cost savings into these categories for Boston, Baltimore and   Pittsburgh: (1) centralized management, accounting, engineering and legal functions and other savings in   personnel costs yielding savings of $100,000 in Boston, $100,000 in Baltimore and $200,000 in   Pittsburgh; (2) centralized purchasing and promotion yielding savings of $300,000 in Boston, $300,000   in Baltimore, and $400,000 in Pittsburgh; and (3) facilities consolidation yielding savings of $50,000 in   Boston, $100,000 in Baltimore, and $100,000 in Pittsburgh. CBS states that the potential $175,000   estimated cost savings in San FranciscoOaklandSan Jose will result from sharing personnel, combined purchasing and joint promotions.  Sj- m!34. CBS will use these cost savings to continue to provide enhanced programming and service   benefits that it has already initiated in these markets, making possible a wide range of programming and   public service benefits. CBS anticipates that the synergies resulting from the combined CBS/ARSC   television and radio stations in each market will enable the stations to increase local programming and to   increase the scope and depth of their news coverage, particularly during emergencies. CBS also asserts   that the stations acquired as a result of the merger will have access to its significant media resources in   order to enhance their community outreach capabilities. CBS has described specific examples of news and   local public affairs programming that will benefit the markets where it seeks conditional, temporary   waivers. CBS also specifically discusses community service projects and campaigns that will be enhanced   Nby the merged entity's combined ownership of radio and television stations in Boston, Baltimore,   Pittsburgh and San FranciscoOaklandSan Jose. In addition, CBS states that in markets where it owns   a television station, its radio stations broadcast a "Parents Guide to Children's Educational Programming,"   0an onair program guide to CBS's television network programming addressing the educational and   informational needs of children. CBS intends to provide this program guide on the stations that it acquires from ARSC in Boston, Baltimore, Pittsburgh and San FranciscoOaklandSan Jose.  S - l"35. The following programming enhancements, derived from CBS's waiver showing, are examples   /of how local programming and news in each market will be improved following consummation of the   merger. In Boston, CBS states that its existing radiotelevision combination has benefitted from the   combined news operations of WBZTV and WBZ(AM). These established resources will enable radio"r#,>(>(ZZ$"   stations acquired by the merged entity to provide better quality and more indepth news programming.   yIn addition, programs now broadcast on ARSC stations, like "New England Lifestyles" will benefit from   sharing producers and reporters with the CBS stations. In Baltimore, CBS states that the additional   stations it acquires will be able to take advantage of the newsgathering resources of WJZTV in order   lto provide more news and information programming, as well as enhanced weather information. In   addition, locally produced radio programs now broadcast on ARSC stations, such as "Baltimore   Perspectives," will be able to use the public affairs resources of its Baltimore television station in order   >to provide broader coverage of issues and information. In Pittsburgh, the resources of CBS's existing   television/AM radio combination, KDKATV and KDKA(AM) will be available to enhance current ARSC public affairs programs like "Sunday Morning Magazine."  SH - #36. CBS also lists other public interest benefits that will result from the merger. In this regard,   CBS states that the ongoing Equal Employment Opportunity Programs of its radio and television stations   and the ARSC radio stations will be augmented through the merged entity's combined resources to ensure   [the maximum benefit is achieved by each station's outreach efforts. In addition, CBS intends, within one   lyear of the merger's consummation, to conduct job fairs in Boston, Baltimore, Pittsburgh, and San   FranciscoOaklandSan Jose, as well as in Chicago and Los Angeles. Participation in these job fairs will   \be open to all stations in these markets and will be geared to the minority community. In this regard,   \CBS will seek to conduct the job fairs using facilities of local schools and universities with significant   <minority enrollment. CBS will be assisted in these efforts by the Minority Media and Telecommunications   Council (MMTC). MMTC will also be given the opportunity to collect resumes of job candidates   participating in the fairs, which will be entered into a national job bank database operated by MMTC.   CBS also plans, within two years of the merger, to conduct an additional six job fairs, either in these or other markets.  S- ]$37. CBS also states that, on an experimental basis, it intends to have one of its radio or television   \stations develop a relationship with a United Negro College Fund member institution that has a mass   media program. This relationship may involve participation of station personnel in guest lectures and   career counselling, arranging for students to attend one of the job fairs, and providing internships for outstanding students.  S(- %38. Types of Facilities/Other Media Outlets. CBS acknowledges that the radiotelevision   combinations proposed in these markets include some stations with substantial technical facilities.   However, CBS argues that there are numerous comparable AM, FM and television facilities owned by   other entities in each market. Moreover, CBS states that the merged entity will face competition not only   =from other radiotelevision combinations in San Francisco and Baltimore, but also that the merged entity   will compete against group owners who are increasing their presence in these markets. CBS cites Greater   Media's five radio stations in Boston, Radio One's four station group in Baltimore, Capstar's proposed   =acquisition of radio stations in Pittsburgh and Chancellor Broadcasting Corporation's seven station radio   combination in San Francisco. CBS also argues that the number and types of facilities that comprise the   radiotelevision combinations that it will own on a conditional basis must be evaluated in light of the   nature of competition and diversity in these four markets, all of which are large, highly diverse and   competitive. Under these circumstances, CBS argues that the proposed temporary, conditional station combinations do not present issues of market domination inconsistent with the public interest. ` `  S%- &39. CBS has described the facilities of the stations that comprise its proposed radiotelevision   combinations in Boston, Baltimore, Pittsburgh and San FranciscoOaklandSan Jose. In Boston, CBS's"&,>(>(ZZn("   [WBZ(TV) is a VHF station operating on Channel 4 with 60.3 kW from a 1,160 foot antenna. Its existing   lradio stations are: WBZ(AM), a Class A clear channel station, operating at 50 kW; WODS(FM),   operating at 16.5 kW from a 938foot antenna; WBCN(FM) operating at 20.9 kW from a 771foot   antenna; and WZLX(FM), operating at 21.5 kW from a 777foot antenna. All of the FM stations in CBS's   existing radiotelevision combination are Class B stations. CBS will acquire four AM stations and three   FM stations in the Boston area as a result of its merger with ARSC. Of the AM stations, WEEI(AM) and   WRKO(AM), both of which must be divested pursuant to the DOJ Settlement Agreement, are both Class   yB AM stations operating at 50 kW. WNFT(AM) and WWTM(AM) are also Class B stations, operating   >at 5 kW. The three ARSC Boston area FM stations are all Class B stations. WEGQ(FM) is a 50 kW   station, operating from a 430 foot antenna, and WAAF(FM) is a 20 kW station operating from a 820 foot   antenna. Both of these stations must be divested under the DOJ Settlement Agreement. WBMX(FM) operates at 9 kW from a 1,845 foot antenna.   S - O'40. In Baltimore, CBS's WJZ(TV) is a VHF station operating on Channel 13 with 16 kW and   a 990 foot antenna. CBS's existing radio stations are: WCAO(AM) and WJFK(AM), both Class B station   operating at 5 kW; WXYV(FM), operating at 50 kW from a 436foot antenna, WLIFFM, operating at   =13.5 kW from a 960foot antenna, and WHFS(FM), operating at 50 kW from a 459 foot antenna. All of   CBS's existing Baltimore FM stations are Class B stations. The stations that CBS will acquire from ARSC   Zare: WBMD(AM), a Class B AM station operating with 1.0 kW; WBGR(AM), also a Class B AM station,   operating with 2.5 kW; WWMX(FM), a Class B station operating with 7.4 kW from a 1217 foot antenna;   jWOCT(FM), a station to be divested under the terms of the DOJ Settlement Agreement, a 50 kW Class   B station operating from a 420 foot antenna; and WQSR(FM), also a 50 kW Class B station operating from a 492 foot tower.   S@- {(41. In Pittsburgh, CBS's KDKATV is a VHF station operating on Channel 2 with 100 kW from   an antenna height of 302 meters. CBS's existing Pittsburgh radio station is a Class A clear channel AM   jstation operating with 50 kW of power. The three FM stations that CBS will acquire from ARSC are all   KClass B stations: WZPT(FM) operates with 17 kW from antenna height of 830 feet; WBZZ(FM) operates   ywith 41 kW from an antenna height of 535 feet; WDSYFM operates with 50 kW from an antenna height of 487 feet.  S(- l)42. In San FranciscoOaklandSan Jose, KPIXTV is a VHF station operating on Channel 5, with   100 kW and a 1,660 foot antenna. KCBS(AM), operates at 50 kW, KYCY(AM), operates at 10 kW, and   KFRC(AM) operates at 5 kW. All CBS's existing AM stations are Class B stations. As to the CBS's San   kFrancisco FM stations, KLLC(FM), a Class B station, operates at 82 kW from a 1,014foot antenna.   KFRCFM is a Class B station operating at 40 kW from a 1299 foot antenna, and KYCY(FM) is a Class   B station operating at 50 kW from a 492 foot antenna. KITS(FM), a Class B station, operates with 15   kW from a 1174 foot antenna. KUFX(FM), the station that CBS may potentially acquire from ARSC, is a Class A FM station, operating at 3 kW from an antenna height of 300 feet.  S!- *43.  Economic Status of the Stations. CBS makes an affirmative representation that currently, none   of the stations involved in the temporary, conditional waiver requests are having financial problems.   .However, CBS argues that the financial condition of the stations for which onetoamarket rule waivers   are sought is irrelevant because a strong showing has been made that the requested temporary, conditional   .waivers are in the public interest. Additionally, CBS points out that the Commission does not require a   waiver applicant to satisfy all five factors relevant to the casebycase standard as a precondition to   .granting a onetoamarket waiver and cites recent precedent in which the Commission granted onetoa"&,>(>(ZZn("ԫmarket waivers without any showing of financial distress.  S- 0+44. Competition and Diversity in the Markets. CBS emphasizes that the markets involved in the   temporary waiver requests are among the largest and most competitive in the country and that a broad   diversity of media voices is present in each market. Furthermore, CBS argues that the Commission   <previously found that competition and diversity in Boston, Baltimore, and San FranciscoOaklandSan Jose   is robust, and that its acquisition of radio stations in these markets will not alter this conclusion. In   addition, CBS asserts that the same competitive vitality and diversity is present in Pittsburgh.   {Specifically, for each of these markets, CBS has provided data concerning the number of radio and   television stations, the current number of separate owners of those facilities and the presence of cable and   jother mass media outlets. In this regard, CBS notes that each of these four markets is served by MMDS facilities.  S - ,45. CBS states that Boston is the sixth largest television market in the country, and has 17   commercial and noncommercial television stations. Additionally, CBS states that there are at least 66   commercial and noncommercial radio stations (28 AM and 38 FM) in the Boston television metro market.   jCBS contends that these 83 broadcast stations are licensed to 64 separate owners. In addition, CBS lists   31 daily newspapers published in the market. Moreover, according to CBS, cable penetration is 77 percent.  S- -46. CBS states that Baltimore is the twentythird largest television market in the country, and has   eight commercial and noncommercial television stations. Additionally, CBS lists 38 commercial and non  commercial radio stations (18 AM and 20 FM) that are in the Baltimore television metro market. CBS   states that these 46 broadcast stations are licensed to a total of 28 separate owners. CBS also reports that there are six daily newspapers published in the market and cable penetration is 64 percent.  S- .47. CBS states that Pittsburgh is the nineteenth largest television market, and that there are ten   television stations in the market. In addition, CBS states that there are 51 radio stations (25 AM and 26   >FM) licensed to communities in the Pittsburgh television metro market. CBS contends that these 61   broadcast stations are licensed to 41 separate owners. CBS also states that there are seven daily   .newspapers serving Pittsburgh and that cable penetration in the market is 78 percent. In San Francisco  OaklandSan Jose, the fifth largest television market, CBS states that there are 22 commercial and non  commercial television stations. Additionally, CBS states that there are 94 commercial and noncommercial   radio stations (33 AM stations and 61 FM stations) in the San FranciscoOaklandSan Jose television   metro market. CBS states that these 116 broadcast stations are licensed to 71 separate owners. According   to CBS, there are also 34 daily newspapers published in the market and cable penetration is 76.8 percent.  S:- Discussion  S -  S - /48. We find that grant of CBS's requested onetoamarket waivers, thus permitting CBS to   acquire radio stations from ARSC, conditioned on the outcome of the television ownership proceeding,   Mwill not unduly affect competition and diversity in Boston, Baltimore, Pittsburgh and San Francisco  OaklandSan Jose. These markets are all among the 25 largest in the country, and our review of the   yrecord here convinces us that competition and diversity in these markets will remain robust following the   >proposed merger. Moreover, the temporary waivers will facilitate CBS's merger with ARSC and the exigencies of acquiring ARSC's 97 radio stations located throughout the country. "&,>(>(ZZn("Ԍ S- {049. In this regard, the temporary, conditional waivers requested by CBS in these four markets are   incidental to the merger, which affects at least 30 markets across the United States where ARSC and CBS  S-  have radio and television broadcast stations. As discussed herein, the merged entity will comply with the   [Commission's multiple ownership rules except that in Boston, Baltimore, Pittsburgh, and San Francisco  OaklandSan Jose, CBS requires temporary, conditional waivers to add ARSC radio stations to existing   radiotelevision combinations. Where mergers or transfers of multiple stations are involved, the   Commission has granted temporary rule waivers, including waivers of onetoamarket rule, in order to  S-  .accommodate the overall merger. See, e.g., Shareholders of Citicasters, Inc., 11 FCC Rcd 19135 (1996);  S-Stockholders of CBS Inc., 11 FCC Rcd 3733; Viacom Inc., 9 FCC Rcd 5165 (1994).   St- 150. Beyond facilitating the underlying merger transaction, CBS's casebycase showing justifies   grant of conditional, temporary waivers in each of these markets. Under the first waiver criterion, the   potential public service benefits of joint ownership, the Commission considers the public service benefits   that will result from the proposed radiotelevision combination, such as projected economies of scale, cost  S -  savings, and programming and public service benefits. See Second Report and Order, 4 FCC Rcd at 1753.   kCBS has demonstrated that there will be significant economies of scale and cost savings in each of the   markets where the merged entity will combine radio and television stations. In this regard, CBS estimates   total savings of at least $1,825,000 in the markets where it will acquire ARSC's radio stations. Of this   total, $1,575,000 will come from consolidation of personnel and management and human resources   functions and combined purchasing and promotion for the stations. CBS also expects to realize an   additional $250,000 in savings from facilities consolidation. CBS has not amended its waiver request to   account for the divestiture of stations in Boston and Baltimore that will be required under the DOJ   Settlement Agreement. Nevertheless, the total cost savings based on CBS's acquisition of ARSC's stations will be significant.   S- 251. Additionally, CBS has amply demonstrated that these operational efficiencies and cost savings   will permit the merged entity to provide important public service benefits in Boston, Baltimore, Pittsburgh   and San FranciscoOaklandSan Jose. In this regard, CBS has demonstrated, in each market, that the   Nmerged entity will be able to provide expanded and varied news coverage as well as improved and   expanded local public affairs programming. CBS has also made a specific commitment to broadcast its   "Parent's Guide to Children's Educational Programming" on the radio stations that it will acquire in each   of these markets. CBS has used this programming on its radio stations to provide parents with scheduling   ]and content guides for the educational children's television programming airing on its samemarket television stations.  S- 352. Moreover, the combined station operations in these markets will allow the merged entity to   devote greater resources to expanded community service projects and campaigns. CBS has also pledged   to promote minority participation in broadcasting, by partnering one of its television or radio stations with   a United Negro College Fund member institution and by conducting job fairs, with the assistance of the   Minority Media and Telecommunications Council. Thus we find that CBS has related the cost savings   Mit will realize from the operational efficiencies it will achieve to explicit service benefits, including the news, public affairs and community service programming and activities.  SN$- 453. The second factor in our analysis concerns the types of facilities that the merged entity will   own in each of these markets. In this regard, we must "consider such factors as whether the proposed   radiotelevision combination involves and UHF or VHF television station or an AM or FM radio station,  S&-  as well as the size or class of the stations involved." Second Report and Order, 4 FCC Rcd at 1753. The"&,>(>(ZZn("   Commission's interest in strength of the technical facilities of the stations at issue reflects a continuing   Zconcern with the potential impact the proposed station combination may have on diversity and competition  S-  in the affected market. See, e.g., Louis C. DeArias, Receiver, 11 FCC Rcd 3662, 3666 (1996). In each   of these markets, CBS has existing radiotelevision combinations that include significant stations, from   a technical standpoint. CBS's television stations are all VHF facilities. In addition, CBS has clear channel   AM stations in Boston and Pittsburgh. Although CBS currently has no FM stations in Pittsburgh, in each   of the three other markets at issue here, CBS has at least three Class B FM stations, the most powerful   class of FM stations licensed in Zone I, the geographic designation for FM allocations that includes the  S-  four markets at issue here. See 47 C.F.R.  73.202, 73.205, 73.210, 73.211. In addition, two of CBS's   Class B FM stations in Baltimore operate at maximum power. CBS also has a station in San Francisco  OaklandSan Jose that operates with grandfathered technical facilities that exceed maximum antenna height  SL -  and power now in place for Class B FM stations. See 47 C.F.R.  73.211(c); Fourth Report and Order  S& -  in Docket No. 14185, 40 FCC 868 (1964). However, CBS's FM stations in Boston, Baltimore, and San FranciscoOaklandSan Jose also include other less powerful Class B stations.   S - }554. As a result of the merger, CBS will acquire additional AM stations only in Boston and   Baltimore, and none of these stations operate with Class A clear channel facilities. Moreover, the two   additional 50 kW Class B AM stations that CBS would add to its station combination in Boston must be   divested under the terms of the DOJ Settlement Agreement. The other Class B AM stations that CBS will   acquire in Boston and Baltimore include less powerful 5 kW and 2.5 kW stations. CBS will acquire   additional FM stations in Boston, Baltimore, Pittsburgh, and potentially may add KUFX(FM) in place of   one of the FM stations in its existing radiotelevision combination in San FranciscoOaklandSan Jose.   =However, the DOJ Settlement Agreement requires CBS to divest the 50 kW Class B FM stations that it   >will acquire from ARSC in Boston and Baltimore. None of the additional FM stations that CBS will   acquire in Boston, Baltimore, and Pittsburgh operate at maximum Class B facilities. In San Francisco  OaklandSan Jose, KUFX(FM), is a Class A station, the least powerful class of FM stations. Therefore,   =the technical facilities of the stations that CBS will acquire as a result of the merger will not significantly  S-enhance the technical presence of CBS's combined facilities in these markets. yO8-  ԍ Several of the stations that CBS will acquire as a result of the merger have outstanding construction permits   for facilities modifications or have proposed facilities changes in pending modification applications. However, we   have independently verified that these modifications will not result in significant improvement to the technical   facilities of these stations. An application was recently granted pursuant to an interference reduction agreement to   ;permit an increase in the power of KYCY(AM), San Francisco, from 10 kW to 50 kW and to make changes to the   hstation's daytime transmitter site and antenna system. KYCY(AM) is currently controlled by CBS. Although there   will be a significant improvement in the technical facilities of KYCY(AM) if this modification is implemented, based   ,on the totality of the circumstances presented, we do not believe that the proposed radiotelevision combination in   JSan FranciscoOaklandSan Jose would likely dominate the market so as to impede competition. Thus, the facilities   hmodifications for stations involved in the merger do not alter the conclusions we have made under the second factor of the Commission's onetoamarket waiver analysis.    S- 655. Moreover, competition and diversity in these markets is of a level that convinces us that   \CBS's proposed acquisition of ARSC's stations in these markets will not have a detrimental effect on   .diversity and competition, nor pose any appreciable threat of market dominance by CBS. As discussed  S-  more fully at  5861 infra, CBS's temporary station combinations affect markets that are among the   largest in the country, and are served by substantial numbers of competing stations that represent a   plethora of independent broadcast "voices." The Commission has recognized that, as the level of diversity"( ,>(>(ZZ"   yand competition in the market increases, "[the Commission's] concerns grounded in the technical strength  S-  of the combining facilities decrease."  Louis C. DeArias, Receiver, 11 FCC Rcd 3662, 3666 (1996). See  S-also, Great American Television and Radio Co., 4 FCC Rcd 6347, 6350 (1989).  Sd- m756. In addition, we find that there are comparable competing facilities present in each of these   jmarkets. Our independent analysis of the Boston, Baltimore, Pittsburgh and San FranciscoOaklandSan   .Jose markets indicates that CBS will compete with stations with similar technical facilities. Specifically,   there are at least three other VHF television stations in each of these markets. Although there are no Class   A clear channel AM stations in Boston or Pittsburgh other than those that will be controlled by CBS, there   is one other 50 kW AM station serving each of these markets. Moreover, there are at least at least six,   and as many as 14 other AM stations in Boston, Baltimore, and San FranciscoOaklandSan Jose with   =facilities that are comparable or superior to the other AM stations that CBS will control in each of these   markets. There are at least eight other Class B FM stations in each market with comparable or superior   ]facilities. In San Francisco, where CBS has a grandfathered Class B FM station that has technical   yfacilities that exceed those now permitted, there are three other Class B FM stations with more powerful   [grandfathered facilities. Overall, we conclude that CBS's acquisition of ARSC does not present issues of market dominance from a technical standpoint.  S4- ?857. Under the third factor, CBS will not own media outlets other than those listed in its requests  S -  yfor temporary waivers. See also, nn. 18 and 19, supra. The fourth factor in our analysis of CBS's waiver   requests concerns the financial status of the stations involved in each of the proposed radiotelevision   ]combinations. None of the stations that will be combined in these markets is in financial distress.   However, as CBS points out, demonstrated financial difficulties are not required as a precondition to grant   of the temporary, conditional waiver requests. Onetoamarket rule waivers previously have been granted  SF-  in the absence of financial difficulties. See, e.g., Pennino Broadcasting Corp., 12 FCC Rcd 10752 (1997);  S -  S.E. Licensee, G.P., 11 FCC Rcd 16727;  Paxson Communications Corporation, 12 FCC Rcd 19583 (MMB 1997).  S- 958. The final factor relates to the level of diversity and competition in the relevant market.4F yO-  ԍ In order to determine the number of radio and television broadcast stations in the context of a onetoamarket   Ywaiver, the Commission considers "the relevant TV metro market for radio stations and the relevant ADI [Arbitron  {O-  xArea of Dominant Influence] TV market for television stations." Second Report and Order, 4 FCC Rcd at 1760   Kn.101. However, because Arbitron no longer compiles television ADI data, we will accept instead CBS's showing   using the Nielsen Designated Market Area (DMA) in determining the number of broadcast "voices" in the markets  {O-  hat issue in its onetoamarket waiver requests. See Media/Communications Partners L.P., 10 FCC Rcd 8116, 8116 {O-  117, n.3 (1995); see also Review of the Commission's Regulations Governing Television Broadcast Ownership in MM Docket Nos. 91221 and 877, 10 FCC Rcd 3524, 3539 n.59 (1995).4   [Indicia of the level of diversity include the number of broadcast outlets, the number of separatelyowned   and operated "voices" in the market, and the presence of cable and nonbroadcast media. Two of these   markets Boston and San FranciscoOaklandSan Jose are among the ten largest television markets in   the country, and Pittsburgh and Baltimore are in the top 25 television markets. We find that these markets   =will continue to enjoy robust competition after CBS acquires radio stations as a result of its merger with   ARSC. Our independent analysis of CBS's showing confirms the following number of television stations   in each DMA and the following number of radio stations in the television metro market associated with",>(>(ZZ"  S-  each DMA: Boston 19 television stations, 26 AM and 36 FM stations; yOh-  ԍ We have excluded two FM stations and two AM stations listed in CBS's showing because these stations were licensed to communities outside the Boston television metro. Baltimore 8 television  S-  [stations, 18 AM and 20 FM stations; Pittsburgh 10 television stations, 25 AM and 25 FM stations;  yO-  ԍ We have excluded an AM station listed in CBS's showing that is licensed to a community outside the Pittsburgh television metro.  S-San FranciscoOaklandSan Jose 22 television stations, 18 AM and 36 FM stations.x yO-  ԍ We note that CBS's showing listed 94 radio stations. However, we excluded 40 of these stations because they were licensed to communities in counties outside the television metro market.  S`- 1:59. We have also confirmed the number of broadcast "voices" that will remain in each market   following the consummation of the merger. In Boston, 81 radio and television stations will be licensed   to 63 separate owners. However, in Boston, our count is conservative. Two of the stations that CBS will   .acquire in Boston, WAAF(FM) and WWTM(AM), are licensed to Worcester, a community outside the  S-  \Boston television metro market. yO0-  Yԍ All the other radio stations in the proposed combination are licensed to communities in the Boston television metro market. In other cases in which some of the radio stations in the proposed   combination were not located in the television metro market, the Commission has also counted radio   stations licensed to communities in either the relevant Arbitron radio metro or in the county where the  SH -  radio stations' communities of license were located. See, e.g., Paxson Communications Corporation, 12  S" -  FCC Rcd at 19594 n.9, citing Gadsden Broadcasting Co., 12 FCC Rcd 8741, 8743 and n.4 (1995);United  S -  Radio Group, Inc., 7 FCC Rcd 2207, 2208 (1992); Triad Skywaves, Inc., 12 FCC Rcd 6102, 6107 (MMB   1997). We have identified at least fourteen additional stations six AM and eight FM licensed to   -communities in Worcester County and have independently confirmed that these fourteen stations represent an additional eleven separately owned broadcast "voices."  S6- m;60. The 46 radio and television stations present in the Baltimore market will be licensed to 27   /separate owners following the merger. The 60 broadcast stations in Pittsburgh will be licensed to 40   yseparate owners following the merger. In San FranciscoOaklandSan Jose, the 76 broadcast stations will   Lbe licensed to 45 separate owners. Moreover, a wide variety of other media are available in each market,   including at least 7 daily newspapers, numerous cable television systems with a penetration rate of at least   =64 percent in each market, and MMDS. Grant of temporary, conditional waivers under the competitive   circumstances that exist in these markets is clearly within the Commission's onetoamarket waiver   precedent. In this regard, at least 27 separate owners will remain in all of these markets, and there will  S-  be as many as 63 separate owners in Boston, the largest of these four markets. See, e.g., Omni  S-  Broadcasting Company, 12 FCC Rcd 9717 (MMB 1997)(23 separate voices, cable penetration rate of 62  S-  percent); Concrete River Associates, L.P., 12 FCC Rcd 6614 (MMB 1997)(20 separate voices, two daily  S-  newspapers, cable penetration rate of 62.7 percent); Sunnyside Communications, Inc., 12 FCC Rcd 24443  S^-(MMB 1997)( 27 separate voices, 4 daily newspapers, cable penetration rate of 65 percent).   S- 0<61. With respect to economic concentration and competition, our independent analysis indicates   that CBS will have a substantial share of the combined radio and television advertising revenue in these   zmarkets. The radio stations in CBS's proposed combinations garner the following percentages of local"( ,>(>(ZZ"   radio advertising revenue: Boston, 45.2 percent; Baltimore, 39.7 percent; Pittsburgh, 32.3 percent; and  S-  San FranciscoOaklandSan Jose, 28.8 percent.8 yO@-  ;ԍ Advertising revenue data has been obtained from BIA Publications, Inc.'s Radio Master Access and Television   Master Access database. In addition, the listed percentages exclude the advertising revenue shares of stations in   iBaltimore and Boston that CBS is required to divest under the terms of the DOJ Settlement Agreement. We also   Jnote that the advertising revenue share of three stations, one in Boston, one in Baltimore and one in San Francisco,   are reported in adjacent radio markets. WWTM(AM), one of ARSC's stations, is reported in the adjacent Worcester   radio market. WHFS(FM), one of CBS's Baltimore stations, is reported in the adjacent Washington, D.C. radio   market. KUFX(FM), an ARSC station that CBS may acquire, is reported in the San Jose radio market. However,   xin calculating merged entity's combined advertising revenue in Boston, Baltimore and San FranciscoOaklandSan   wJose, we have assumed that WWTM(AM), WHFS(FM) and KUFX(FM) receive a level of advertising revenue similar  {OH -to what is reported in each relevant adjacent market. See, e.g., WHFS, Inc., 12 FCC Rcd at 3972.8 The television and radio stations together receive the   following combined television and radio advertising shares in each market: Boston, 23.2 percent;   kBaltimore, 29.2 percent; Pittsburgh, 26.9 percent; and San FranciscoOaklandSan Jose, 19.9 percent.   These figures do not reflect, however, CBS's obligation, discussed above, to divest an additional station   in Baltimore in order to come into compliance with the Commission's radio ownership rules because CBS   [has not determined which additional station will be divested. Also, CBS would have to divest itself of an  S-  FM station in San Francisco in order to acquire KUFX(FM). See  32 supra. Thus, the level of   advertising revenue attributable to CBS in Baltimore and San FranciscoOaklandSan Jose is overstated.   LIn any event, even with the overstated levels in Baltimore and San FranciscoOaklandSan Jose, the level   of advertising revenue does not pose a threat to competition in these very diverse and competitive markets.  SJ -  See, e.g., NewCity Communications, 12 FCC Rcd at 3944; Shareholders of Citicasters, 11 FCC Rcd at   1914546. Our conclusion also takes into account the Justice Department's review of the merger, and the   yDepartment's decision to require the divestiture of stations in Boston and Baltimore but otherwise not to oppose the merger on antitrust grounds.  S -2 OTHER MATTERS ă  S4- =62. There are license renewal applications currently pending for some of ARSC stations in   California, Nevada, Massachusetts, Connecticut, New York, and Pennsylvania. Generally, when license   renewal and transfer applications involving the same broadcast stations are both pending, the Commission   refrains from acting on the transfer applications until after it has taken action on the renewals. This   procedure preserves the public's ability to challenge the qualifications and performance of the proposed   transferor with respect to the license renewal. However, if the pending license renewal relates to a station   =or stations involved in a multistation transfer, as is the case here, the Commission has stated that it will   allow the transfer if there are no basic qualifications issues raised against the transferor and transferee that   cannot be resolved in acting on the transfer, and if both the transferor and transferee indicate in the record   their express willingness to assume the consequences associated with the transferee succeeding to the place  S-  of the current licensee in the renewal application. See Shareholders of Citicasters, 11 FCC Rcd at 19147,  S~-  kn.26; Stockholders of CBS Inc., 11 FCC Rcd at 374750. There are no unresolved basic qualifications  SX-  [issues against either ARSC or CBS.$Xb  yOZ$-  ԍ We recently issued to ARSC a Notice of Apparent Liability for a forfeiture for its unauthorized assumption  {O"%-  of control of radio stations in West Palm Beach and for related violations of the local radio ownership rules. See  {O%-  ;American Radio Systems Corporation, Notice of Apparent Liability, DA 98919 (MMB May 15, 1998). However,   we specifically found that the violations on which the forfeiture was based did not put in issue ARSC's qualifications"&,>(>(&" to be or remain a licensee.  In addition, CBS has demonstrated that it is otherwise qualified to"XX,>(>(ZZm"   Lacquire ARSC's stations and that the merger and the associated transfer of control applications are in the   public interest. Moreover, both ARSC and CBS have given their consent to the substitution of CBS in   ythe place of ARSC in connection with any renewal applications filed by ARSC or its subsidiaries. Thus,   zbased on the express willingness of both CBS and ARSC to assume the consequences associated with   succeeding to the place of ARSC, we will grant ARSC leave to amend its renewal applications for these   [stations to substitute CBS as the applicant. Under these circumstances, we find that the pending license   renewal applications are not an impediment to approval of the merger and that the public interest is served   by facilitating this multiple station transfer without prejudicing the public's ability to comment on the proposed transactions.   SH - =CONCLUSION ă  S - >63. We conclude, based on the record, that temporary waivers requested by CBS are warranted   and will, on balance, serve the public interest. Specifically, these temporary waivers, pending resolution   of the television ownership rulemaking proceeding, will facilitate the overall merger of ARSC and CBS.   MThe Commission has stated that the benefits of merger transactions, which involve multiple stations,  SX-  support the grant of a reasonable waiver period to effectuate the merger. See, e.g., Stockholders of CBS  S2-  Inc., 11 FCC Rcd at 3755. Furthermore, a number of other factors support our conclusion. First, we note   ythat the levels of advertising revenues attributable to the temporary radiotelevision combinations are not   so significant as to raise a concern that diversity and competition in these markets among the topranked   in the country will be unduly affected for the waiver period. Additionally, the Justice Department has   entered into an agreement with CBS and ARSC, which requires the merged entity to divest of four stations   in the Boston area WEEI(AM), WRKO(AM), WEGQ(FM) and WAAF(FM), as well as WOCT(FM)   yin Baltimore, and KSD(FM) and KLOU(FM) in St. Louis, but has otherwise determined not to challenge   the ARSC/CBS merger on antitrust grounds. We find the Department's determination to be highly   0persuasive evidence that grant of the temporary waivers will not have an undue adverse effect on   competition in the relevant markets. We furthermore believe that diversity in these markets will not be   adversely affected during the temporary waiver periods. As CBS's showing suggests, and our own   Lanalysis confirms, at least 27 independent voices will remain in each of these markets after the proposed merger.   S- ??64. Thus, we find that given the overall benefits of the merger of ARSC and CBS, the temporary   combinations will not adversely affect diversity and competition. In this regard, although CBS will control   stations in these markets with significant technical facilities, comparable facilities exist. Moreover, CBS's   =temporary, conditional waiver requests will result in significant economic efficiencies and public interest   benefits. We further find that these public interest benefits outweigh any diminution in diversity that result   from the totality of the temporary, conditional onetoamarket waivers requested. In addition, we find   that the parties are fully qualified, and that our approval of the merger and the associated transfer of control applications would serve the public interest.  S"- @ @65. Accordingly, IT IS ORDERED That the request for a temporary waiver of the onetoa  market rule, 47 C.F.R.  73.3555(c), to permit common ownership of WBZTV, WBZ(AM), WODSFM,   WBCN(FM), WZLX(FM), WNFT(AM), WBMX(FM), all Boston, Massachusetts, WWTM(AM),"L$X,>(>(ZZ%"   Worcester, Massachusetts, IS GRANTED, subject to the outcome in the pending television ownership  S-  rulemaking proceeding, Second Further Notice of Proposed Rule Making, MM Docket Nos. 91221 and   878, 11 FCC Rcd 21655 (1996). Should divestiture be required as a result of that proceeding, CBS is   .directed to file an application for Commission consent to sell the necessary station(s) within six months from the release of the final Order in that proceeding.   S- A66. IT IS FURTHER ORDERED, That the request for a temporary waiver of the onetoamarket   rule, 47 C.F.R.  73.3555(c), to permit common ownership of WBZTV, WBZ(AM), WODSFM,   lWBCN(FM), WZLX(FM), WNFT(AM), WRKO(AM), WEEI(AM), WBMX(FM), all Boston,   Massachusetts, WEGQ(FM), Lawrence, Massachusetts, WWTM(AM) and WAAF(FM), Worcester,   ZMassachusetts, IS GRANTED, subject to the condition that CBS divests itself of licenses of WRKO(AM),   WEEI(AM), WEGQ(FM) and WAAF(FM) in accordance with the terms of its settlement with the  S" -  =Department of Justice, as set forth in the Proposed Final Judgment in United States v. CBS Corporation  S -and American Radio Systems Corporation, Case No. 98CV00819 (D.D.C. filed Mar. 31, 1998).   S - B67. IT IS FURTHER ORDERED, That the request for a temporary waiver of the onetoamarket   rule, 47 C.F.R.  73.3555(c), to permit common ownership of WJZTV, WXYV(FM), WLIFFM,   WCAO(AM), WJFK(AM), WWMX(FM), WBGR(AM), WBMD(AM), all Baltimore, WHFS(FM),   Annapolis, Maryland, and WQSR(FM), Catonsville, Maryland, IS GRANTED, subject to the outcome in  S-  the pending television ownership rulemaking proceeding, Second Further Notice of Proposed Rule Making,  S-  MM Docket Nos. 91221 and 878, 11 FCC Rcd 21655 (1996). Should divestiture be required as a result   of that proceeding, CBS is directed to file an application for Commission consent to sell the necessary station(s) within six months from the release of the final Order in that proceeding.  SH- C68. IT IS FURTHER ORDERED, That the request for a temporary waiver of the onetoamarket   rule, 47 C.F.R.  73.3555(c), to permit common ownership of WJZTV, WXYV(FM), WLIFFM,   WCAO(AM), WJFK(AM), WWMX(FM), WOCT(FM), WBGR(AM), WBMD(AM), all Baltimore,   xWHFS(FM), Annapolis, Maryland, and WQSR(FM), Catonsville, Maryland, IS GRANTED, subject to the   condition that CBS divests itself of the license for WOCT(FM) in accordance with the terms of its  S-  settlement with the Department of Justice, as set forth in the Proposed Final Judgment in United States  SZ-  v. CBS Corporation and American Radio Systems Corporation, Case No. 98CV00819 (D.D.C. filed Mar. 31, 1998).   S- D69. IT IS FURTHER ORDERED, That the request for a temporary waiver of the onetoamarket   rule, 47 C.F.R.  73.3555(c), to permit common ownership of KDKATV, KDKA(AM), WBZZ(FM),   WDSYFM, all Pittsburgh, Pennsylvania, and WZPT(FM), New Kensington, Pennsylvania, IS GRANTED,  Sl-  subject to the outcome in the pending television ownership rulemaking proceeding, Second Further Notice  SF-  of Proposed Rule Making, MM Docket Nos. 91221 and 878, 11 FCC Rcd 21655 (1996). Should   divestiture be required as a result of that proceeding, CBS is directed to file an application for Commission   consent to sell the necessary station(s) within six months from the release of the final Order in that proceeding.  S#- E70. IT IS FURTHER ORDERED That, the request for a temporary waiver of the onetoamarket   rule, 47 C.F.R.  73.3555(c), to permit common ownership of KPIXTV, KYCY(AM), KITS(FM),   \KCBS(AM), KLLC(FM), KYCY(FM), KFRC(AM), KFRC(FM), all San Francisco, California, and   KUFX(FM), Fremont, California IS GRANTED, subject to the outcome in the pending television  S&-  ownership rulemaking proceeding, Second Further Notice of Proposed Rule Making, MM Docket Nos."&,>(>(ZZn("   91221 and 878, 11 FCC Rcd 21655 (1996). Should divestiture be required as a result of that proceeding,   CBS is directed to file an application for Commission consent to sell the necessary station(s) within six months from the release of the final Order in that proceeding  S`-  F71. IT IS FURTHER ORDERED That, the applications to assign the licenses of KOME(FM), San   Jose, California, KOMEFM1, Santa Cruz, California, and KOMEFM2, Morgan Hill, California, from   >The Audio House to The KOME Trust, Bill Clark, Trustee, File No. BALH971224GV, BALCTB  971224HI, HJ ARE HEREBY GRANTED for a temporary six month period and subject to the following   ycondition: (1) that Bill Clark, Trustee, resigns from his position with Latin Communications Group, Inc.   Any request to extend the temporary six month period must be filed no later than 45 days prior to the expiration of the six month period.  S - G72. IT IS FURTHER ORDERED That, the application to assign the license of WNFT(AM) from   American Radio Systems License Corporation to The Boston License Trust, Bill Clark, Trustee, File No.   BAL971224GW IS HEREBY GRANTED for a temporary six month period. Any request to extend the   temporary six month period must be filed no later than 45 days prior to the expiration of the six month period.  S0- H73. IT IS FURTHER ORDERED That, the applications to assign the licenses of WBMD(AM),   WBGR(AM), WWMX(FM), WOCT(FM), all Baltimore, Maryland and WQSR(FM), Catonsville, Maryland   Lfrom American Radio Systems License Corporation to The Baltimore License Trust, Bill Clark, Trustee,   .File Nos. BAL, BALH971224GX through 971224HB ARE HEREBY GRANTED for a temporary six   Mmonth period except in the case of WOCT(FM), a station subject to the Proposed Final Judgment in  Sh-  United States v. CBS Corporation and American Radio Systems Corporation, Case No. 98CV00819   (D.D.C. filed Mar. 31, 1998) which may be held in trust for a temporary period of up to six months from   the date of consummation of the assignment of stations to The Baltimore License Trust or for a temporary   period ending December 31, 1998, whichever is earlier. Grant of the applications to assign the licenses   of WBMD(AM), WBGR(AM), WWMX(FM), WOCT(FM), all Baltimore, Maryland, and WQSR(FM),   <Catonsville, Maryland from American Radio Systems License Corporation to The Baltimore License Trust,   Bill Clark, Trustee is also subject to the condition that the Trustee shall also comply with the Proposed  SR-  Final Judgment in United States v. CBS Corporation and American Radio Systems Corporation, Case No.   98CV00819 (D.D.C. filed Mar. 31, 1998) concerning the approval of the sale of WOCT(FM). Any   ?request to extend the temporary six month period must be filed no later than 45 days prior to the expiration of the six month period.   S- I74. IT IS FURTHER ORDERED, That application to assign the licenses of KSJO(FM), San Jose,   KBAY(FM), Gilroy, California, KEZR(FM), San Jose, California, and KUFX(FM), Fremont, California,   from American Radio Systems License Corporation to The San Francisco/San Jose License Trust, Bill   [Clark, Trustee, File Nos., BAL, BALH971224HC through HE and HG ARE HEREBY GRANTED for   ya temporary six month period and subject to the following condition: (1) that Bill Clark, Trustee, resigns   from his position with Latin Communications Group, Inc. Any request to extend the temporary six month period must be filed no later than 45 days prior to the expiration of the six month period.  SL$- lJ75. IT IS FURTHER ORDERED, That the applications for consent to the transfer of control of   American Radio Systems Corporation and the licenses of its radio stations, File Nos. BTC, BTCH,   LBTCFTB971024GA through GN, GU through A4, A8 through G4, ARE HEREBY GRANTED, upon   the following conditions: (1) that prior to or concurrently with consummation of the merger transaction,"&,>(>(ZZn("   kCBS Corporation and American Radio Systems Corporation have collectively divested themselves of   sufficient stations, or consummated the assignment of stations to the Boston License Trust, the Baltimore   LLicense Trust, the San Francisco/San Jose License Trust and/or the KOME Trust so that the merger will   result in CBS Corporation's compliance with the provisions of the Commission's local radio ownership   rules, 47 C.F.R.  73.3555(a); (2) that CBS divests itself of the licenses of KSD(FM) and KLOU(FM) in   .accordance with the terms of its settlement with the Department of Justice, as set forth in the Proposed  S-  Final Judgment in United States v. CBS Corporation and American Radio Systems Corporation, Case No. 98CV00819 (D.D.C. filed Mar. 31, 1998). ` `  hh,FEDERAL COMMUNICATIONS COMMISSION ` `   ` `  hh,Roy J. Stewart ` `  hh,Chief, Mass Media Bureau  S-