Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of the Applications of Shareholders of AMFM, Inc. (Transferor) and Clear Channel Communications, Inc. (Transferee) For Consent to the Transfer of Control of AMFM Texas Licenses Limited Partnership, AMFM Radio Licenses, LLC, Capstar Texas Limited Partnership, WAXQ License Corp., WLTW License Corp., Cleveland Radio Licenses, LLC, and KLOL License Limited Partnership. Licensees of WTKE(FM), Andalusia, AL, et. al. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) File Nos. BTC/BTCH/BTCFTB/BTCFT- 19991116AJP-BDH File Nos. BAL/BALH/BALFTB- 20000328ACQ-AHJ, BAL-20000606ABT, BAL/BALH-20000407AAY-ABK, BAL/BALH-20000427AAT-ABD MEMORANDUM OPINION AND ORDER Adopted: August 7, 2000 Released: September 1, 2000 By the Commission: Chairman Kennard issuing a statement; Commissioners Ness and Furchtgott-Roth approving in part, dissenting in part, and issuing separate statements; Commissioners Powell and Tristani concurring and issuing separate statements. I. Introduction 1. The Commission has before it for consideration the applications for consent to the transfer of control of AMFM, Inc. and its subsidiary licensees (“AMFM”), insofar as those entities hold construction permits or station licenses issued by the Commission, to Clear Channel Communications, Inc. (“Clear Channel”) and applications to divest 122 stations to third party buyers or to an insulated trust. These various applications relate to both the proposed combination of Clear Channel and AMFM (which, in the largest merger of radio station licensees in history, will concentrate the licenses and permits formerly held or controlled by these two entities), and the proposed divestitures of stations required by the Commission and/or the Department of Justice in order to comply with agency rules or to address competitive concerns. 2. Five parties filed petitions to deny the proposed merger. Three of the petitions oppose the transfer of existing groups of AMFM radio stations in areas where Clear Channel currently does not own stations. Mid-Atlantic Network, Inc. (“Mid Atlantic”) opposes the transfer of AMFM’s stations in the Winchester, VA area; Fifth Avenue Broadcasting Co., Inc. (“Fifth Avenue”) opposes the transfer in the Huntington, WV-Ashland, KY area; and Travis Media, LLC (“Travis”) opposes the transfer in the Lynchburg-Roanoke, VA area. 3. In addition, two parties filed petitions challenging other aspects of the merger. First, Roslin Radio Sales (“Roslin”) alleges that Clear Channel’s acquisition of an AMFM subsidiary, Katz Media Group (“Katz”), a media representation firm, will create anti-competitive conditions in the national spot advertising market. Thus, Roslin argues that the Commission should require Katz to terminate its representation of stations that the merged entity must divest as well as other unaffiliated stations that the merged entity could not own consistent with the Commission’s multiple ownership rules. Second, National Hispanic Policy Institute (“NHPI”) claims that Clear Channel’s interest in Hispanic Broadcasting (“HBC”) should be attributable to Clear Channel. Thus, NHPI argues that the Commission should require Clear Channel to divest additional stations in markets where attribution of HBC’s broadcast interests would result in Clear Channel’s violation of the Commission’s multiple ownership rules. For the reasons stated herein, we will deny the petitions and grant the above-captioned applications, subject to conditions that ensure compliance with the Commission’s broadcast multiple ownership rules and the public interest standard. II. Background 4. Pursuant to an Agreement and Plan of Merger dated October 2, 1999, AMFM and Clear Channel plan to merge AMFM into a wholly-owned subsidiary of Clear Channel. AMFM, through wholly owned subsidiaries, controls 490 radio stations as well as a number of FM translator and booster stations. Clear Channel will acquire control of existing AMFM station groups in local radio markets where Clear Channel currently does not own stations, and also will acquire control of AMFM stations in markets where Clear Channel already controls stations, thus creating new radio station combinations. In addition, Clear Channel’s acquisition of AMFM stations will create six new radio-television station combinations. In its initial transfer of control applications, filed on November 16, 1999, AMFM filed applications to transfer all of the licenses and permits to Clear Channel, including stations it ultimately would have to divest to third parties to come into compliance with the Commission’s rules and the requirements imposed by DOJ and the Commission to protect competition. The initial applications were placed on public notice, and a number of them contained a notice alerting the public to potential competition concerns because of increased levels of concentration. The Department of Justice also initiated an investigation of the proposed transactions under the antitrust laws. Between March 3, 2000 and March 29, 2000, Clear Channel and AMFM filed applications to divest a sufficient number of stations to third parties to meet the Commission’s radio ownership numerical limits, and the competitive concerns of the Commission and the DOJ. DOJ subsequently disapproved several proposed third party buyers, and Clear Channel re-filed divestiture applications for some of those stations in early June. In the beginning of May, Clear Channel filed multiple ownership showings to demonstrate compliance with the Commission’s multiple ownership rules. See 47 C.F.R. § 73.3555(a) & (c). 5. To satisfy the Commission’s local radio ownership and radio-television cross-ownership rules, and the concerns of the Commission and the DOJ about impacts on competition, Clear Channel and AMFM propose, concurrently with the merger, to divest 122 radio stations in local radio markets in 37 areas to either third party buyers or to an insulated trust. Clear Channel and AMFM have found third party buyers for all but 7 of these stations. Specifically, DOJ has not yet approved proposed buyers for stations to be divested in Denver, Harrisburg, and Pensacola. For those stations for which Clear Channel and AMFM have not yet found buyers, and in the event that any of the proposed divestiture applications already on file cannot be consummated at the time of the merger, Clear Channel and AMFM also seek authority to assign the divestiture stations to an insulated trust concurrently with the merger. Therefore, approval of the merger will be conditioned on either the assignment of the divestiture stations to third parties or assignment of the divestiture stations to The CCU/AMFM Trust I, Charles E. Giddens, Trustee (“the Trust”) so at the time of the merger, Clear Channel will be in compliance with the Commission’s rules and the level of economic concentration will not impair competition, contrary to the public interest. See 47 C.F.R. § 73.3555(a) & (c); 47 U.S.C. § 310(d). 6. Specifically, approval of the merger is conditioned on divestiture of radio stations in the following 37 areas: Albany, NY, Allentown, PA, Austin, TX, Biloxi-Pascagoula, MS, Cedar Rapids, IA, Cincinnati, OH, Cleveland, OH, Columbia, SC, Dallas-Ft. Worth, TX, Daytona Beach, FL, Denver- Boulder, CO, Des Moines, IA, Ft. Pierce, FL, Grand Rapids, MI, Greensboro-Winston Salem-High Point, NC, Greenville-Spartanburg, SC, Harrisburg, PA, Houston, TX, Jackson, MS, Jacksonville, FL, Los Angeles, CA, Miami, FL, Melbourne, FL, New Haven, CT, Orlando, FL, Pensacola, FL, Phoenix, AZ, Providence, RI, Raleigh-Durham, NC, Richmond, VA, San Diego, CA, San Francisco, CA, San Jose, CA, Shreveport, LA, Springfield, MA, Stamford-Norwalk, CT, and Waco, TX, or the assignment to the Trust of a sufficient number of stations in these markets for Clear Channel to be in compliance with the Commission’s local radio ownership rules and in compliance with DOJ requirements. III. Framework for Analysis. 7. Under Section 310(d) of the Act, the Commission may grant its consent to the proposed transfers only if it determines that “the public interest, convenience, and necessity will be served thereby.” The Commission generally considers whether the proposed transaction would be consistent with the Communications Act and the Commission’s rules and, in addition to complying with those rules, whether the transaction would otherwise serve the public interest. Where broadcast licenses are concerned, the effects of a proposed transaction on the diversity of voices and economic competition in a given market have long been core considerations in determining whether a transaction serves the public interest, convenience, and necessity. 8. We address below first the concentration in local radio markets, to which we apply both our local radio ownership rules and, where compliance with such rules does not sufficiently resolve issues as to competitive harm, a further competitive analysis. We note that in this case, the Department of Justice has addressed the competition issues and has required divestitures that resolve the problems identified by the application of our rules and competitive analyses. We look first at the transfer of existing combinations, then at the creation of new combinations, and finally at certain transfers to a trust on an interim basis. We then turn to the application of our radio-television cross-ownership rule, and finally to other specific issues raised by Roslin and NHPI in petitions to deny. IV. Local Radio Ownership A. Existing Combinations 9. The Commission’s local radio ownership rules restrict the number of radio stations in the same service and the number of stations overall that may be commonly owned in any given local radio market. A local radio market is defined by the area encompassed by the mutually overlapping principal community contours of the stations proposed to be commonly owned. 47 C.F.R. § 73.3555(a); see Implementation of Sections 202(a) and 202(b)(1) of the Telecommunications Act of 1996, 11 FCC Rcd 12368 (1996). Under the rules, as amended by the Telecommunications Act of 1996, in a local radio market with 45 or more commercial radio stations, a single entity 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, one owner may hold up to seven commercial radio stations, no more than four of which are in the same service; in a market with 15 to 29 stations, a single owner 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 single entity may control more than 50% of the stations in a market. 47 C.F.R. §73.3555(a)(1). In this section we will address Clear Channel’s acquisition of AMFM’s stations in areas where Clear Channel currently does not own any stations. 10. Clear Channel is acquiring 94 existing AMFM station groups in local radio markets in the areas listed in n. 3, supra, that previously were reviewed and approved by the Commission. Clear Channel has submitted showings to demonstrate that each of these radio combinations continues to comply with the numerical station limits prescribed in the Commission’s local radio ownership rules. Having reviewed these showings, we find that the transfer of control of existing AMFM station groups would comply with the numerical limits prescribed in the Commission’s radio ownership rules. Discussed below are three existing station groups which are subject to petitions to deny. 11. Mid-Atlantic, a competitor with stations in the Winchester, VA area, opposes the transfer of AMFM’s three station group WUSQ-FM, WNTW(AM), Winchester, VA, and WFQX(FM), Front Royal, VA. In its petition, Mid-Atlantic concedes that the common ownership of these stations complies with the Commission’s local radio ownership rules, but nonetheless contends that the proposed transfer is not in the public interest because it will likely have an anti-competitive effect on the local radio market. Mid- Atlantic argues that the market is “a highly concentrated market” as measured by the Herfindahl- Hirshman Index (“HHI”) and that the Commission should deny the proposed transfer, or in the alternative, require Clear Channel to divest WUSQ-FM, the station with the highest percentage of advertising revenues and audience share in the market. Mid-Atlantic contends that AMFM’s stations control 44.3% of the local radio advertising revenue, of which 38.5% is attributable solely to WUSQ-FM. 12. Travis Media, a competitor with stations in the Roanoke-Lynchburg, VA area, opposes the transfer of AMFM’s stations WVGM(AM), WJJX(FM), Lynchburg, VA, WGMN(AM), WRDJ(FM), Roanoke, VA, WLDJ(FM), Appomattox, VA, WJLM(FM), Salem, VA, WJJS-FM, Vinton, VA, WROV- FM, Martinsville, VA, and WYYD(FM), Amherst, VA. Travis contends that AMFM’s nine stations currently control 52.1% of the local radio advertising revenue, which, it argues, exceeds the Commission’s and the DOJ’s merger guidelines. Travis also claims that Clear Channel and Mel Wheeler, Inc., the second largest competitor in the market, would have a combined share of 91% of the advertising revenue in the market. Under these conditions, Travis argues it is “almost impossible” for the remaining 19 stations in the Roanoke-Lynchburg BIA/Arbitron metro market to compete and remain viable. 13. Fifth Avenue, a competitor in the Huntington, WV-Ashland, KY area, opposes the transfer of AMFM’s stations WIRO(AM),WFXN(FM), Ironton, OH, WTCR(AM), Kenova, WV, WZZW(AM), WAMX(FM), Milton, WV, WKEE(AM), WKEE-FM, WTCR-FM, Huntington, WV, and WBVB(FM), Coal Grove, OH. Fifth Avenue claims that the proposed transfer would be contrary to the public interest because it would have a substantial adverse effect on competition. Fifth Avenue argues that the Commission should deny the proposed transfer, or in the alternative, should require Clear Channel to divest enough radio stations to bring the stations’ combined advertising revenue below 40%. Fifth Avenue claims that AMFM’s existing radio station group currently controls 66.4% of the advertising revenue in the BIA/Arbitron Huntington, WV-Ashland, KY radio metro. Furthermore, it alleges that AMFM has engaged in anti-competitive behavior, including (1) offering free advertising time on its less profitable stations with the purchase of advertising time on its higher-rated stations; (2) precluding other stations from sponsoring local events by negotiating exclusive rights to sponsor these events; and (3) refusing to sell advertising time to Fifth Avenue on any of its stations. 14. In opposition, Clear Channel does not address any of the specific allegations made by the petitioners. Instead, Clear Channel argues that there is no basis for the petitioners’ claims of concentration because Clear Channel’s acquisition of these stations are simply transfers of existing station combinations and thus, do not increase the local ownership concentration or advertising revenue in the three relevant BIA/Arbitron markets. Clear Channel also states that the level of the stations’ combined revenue share is consistent with levels previously approved in other cases. Therefore, Clear Channel concludes that the transfers of these existing station combinations do not present competitive concerns. 15. In considering issues of radio concentration under our public interest analysis pursuant to Section 310(d) of the Act, the Commission generally looks at the combined advertising revenue share of the proposed station group in the relevant Arbitron radio metro market, as reported in BIA Publications, Inc.’s Media Access Database (“BIA Database”). See KIXK, Inc., 13 FCC Rcd 15685, 15687 (1998). Petitioners concede that the existing AMFM station combinations in the three radio metros comply with the numerical limits of the local radio ownership rules, but nevertheless allege that the proposed transfers are anti-competitive and are contrary to the public interest. The most recent BIA data shows that in the Roanoke-Lynchburg market, AMFM’s existing radio group has a combined advertising revenue share of 53.3%; in the Huntington-Ashland market, the existing combination has a combined revenue share of 67.8%; and in the Winchester market, the existing group has a combined revenue share of 41.1%. While the current levels of concentration in each of these markets is not insignificant, the proposed transfers do not increase the combined advertising revenue shares of these existing groups or result in increased levels of ownership concentration. See e.g. Jacor, 14 FCC Rcd at 6867 (transfer of an existing radio station combination does not increase ownership concentration or raise a substantial and material question of fact as to the effect of the proposed transfer on competition and diversity). Under these circumstances and based on our independent review of the record, we find that the petitions fail to raise a substantial and material question of fact to warrant further inquiry as to the effect of the transfer of these existing combinations on competition and diversity in the relevant markets. We find, therefore, that Clear Channel’s acquisition of AMFM’s existing station groups in Winchester, VA, Roanoke-Lynchburg, VA, and Huntington, WV-Ashland, KY would be consistent with the public interest. B. New Radio Combinations 16. In addition to transferring existing combinations, the merger will also create 89 new radio station groups in the following 37 areas where both AMFM and Clear Channel currently control radio stations. In these areas, Clear Channel’s acquisition of AMFM stations would cause Clear Channel to exceed the numerical limits of the local radio ownership rules in Albany, NY, Allentown, PA, Austin, TX, Biloxi-Pascagoula, MS, Cedar Rapids, IA, Cincinnati, OH, Cleveland, OH, Columbia, SC, Dallas-Fort Worth, TX, Daytona Beach, FL, Denver-Boulder, CO, Des Moines, IA, Ft. Pierce, FL, Grand Rapids, MI, Greensboro, NC, Greenville, SC Harrisburg, PA, Houston, TX, Jackson, MS, Jacksonville, FL, Los Angeles, CA, Miami, FL, Melbourne, FL, New Haven, CT, Orlando, FL, Pensacola, FL, Phoenix, AZ, Providence, RI, Raleigh-Durham, NC, Richmond, VA, San Diego, CA, San Francisco, CA, San Jose, CA, Shreveport, LA, Springfield, MA, Stamford-Norwalk, CT, and Waco, TX. 17. With respect to the competitive impacts of the proposed transactions, we note first that DOJ has reviewed the merger and will require AMFM and Clear Channel to divest stations in Allentown, PA, Cincinnati, OH, Cleveland, OH, Columbia, SC, Denver, CO, Ft. Pierce, FL, Grand Rapids, MI, Harrisburg, PA, Jackson, MS, Pensacola, FL, San Diego, CA, Albany, NY, Austin, TX, Cedar Rapids, IA, Des Moines, IA, Greensboro, NC, Greenville-Spartanburg, SC, Houston, TX, Orlando, FL, Phoenix, AZ, Providence, RI, Raleigh-Durham, NC, Richmond, VA, Springfield, MA, Shreveport, LA, Jacksonville, FL and New Haven, CT. In order to satisfy their agreement with DOJ, Clear Channel and AMFM will make divestitures, which, once accomplished would resolve the Department’s competitive concerns. In most of the above-referenced markets, Clear Channel and AMFM have committed to divesting certain stations pursuant to a “fix-it-first” approach in which they will divest the stations before consummating the merger. DOJ will then include in a proposed consent decree any stations for which Clear Channel has not found buyers approved by DOJ, including stations in Denver, Pensacola, and Harrisburg, as well as any other stations for which DOJ has approved buyers but for which divestitures have not been consummated. DOJ will authorize Clear Channel to consummate the merger only after the consent decree has been agreed to by the Department and filed with the court. 18. Clear Channel filed applications to sell stations to third parties concurrently with the merger in all of the areas which Clear Channel and AMFM must divest stations to come into compliance with the Commission’s rules and DOJ requirements, except three-- Denver-Boulder, CO, Harrisburg, PA, and Pensacola, FL -- where Clear Channel has not yet secured third party buyers acceptable to DOJ. Taking into account divestitures to third parties, or to the Trust, Clear Channel has submitted showings to demonstrate compliance with the Commission’s local radio ownership rules. Based on these showings, we find that Clear Channel’s proposed acquisition of AMFM stations would comply with the numerical limits of the local radio ownership rules. 19. After taking into consideration the stations Clear Channel and AMFM are divesting to comply with the Commission’s local radio ownership rules and DOJ’s requirements, the aggregation of Clear Channel and AMFM’s radio stations triggers the Commission’s “50/70” screening mechanism to identify those transactions that raise potential competition concerns in four markets - Cedar Rapids, IA; Providence, RI; Richmond, VA; and Springfield, MA. In addition, in exchange for some of the divestiture stations that are being sold to third party buyers, Clear Channel is buying stations from one of those parties in Akron, OH to create a new combination, which also triggers our screen. In Cedar Rapids, Clear Channel would control 42.1% of the advertising revenue in the market, and the combination of Clear Channel’s 42.1% with the second largest radio group in the market would result in a combined advertising revenue share of 80.8%. In Providence, Clear Channel would control 39% of the advertising revenue, and the combination of Clear Channel’s 39% with the second largest radio group in the market would result in a combined advertising revenue share of 71.6%. In Richmond, Clear Channel would control 41.6% of the advertising revenue, and the combination of Clear Channel’s 41.6% with the second largest radio group in the market would result in a combined advertising revenue share of 70.5%. In Springfield, Clear Channel would control 39.4% of the advertising revenue, and the combination of Clear Channel’s 39.4% with the second largest radio group in the market would result in a combined advertising revenue share of 73.5%. In Akron, Clear Channel would control 30% of the advertising revenue, and the combination of Clear Channel’s 30% with the largest radio group in the market would result in a combined advertising revenue share of 82.6%. 20. Our competitive analysis for each of these five markets includes consideration of post- merger market structure, revenue shares, market conduct, and other factors affecting post-merger competition. The Department of Justice has assessed the competitive effects of the instant transaction, including the divestiture of stations to third parties, and prescribed remedies and divestitures that it believes will fully address the competitive concerns raised by the proposed merger. The Commission considers DOJ’s determinations in this regard to be highly relevant and probative evidence concerning the competitive effects of a merger. See Jacor, 14 FCC Rcd at 6879. DOJ’s specific assessment in this case, taken together with our independent economic analysis and the conditions which we will impose to ensure compliance with the local radio ownership rules, persuade us that the proposed merger meets the public interest standard as interpreted in our prior cases. 21. The proposed divestitures will in turn create new radio station groups in 17 areas and 3 new television-radio station combinations. Based upon the parties’ submitted showings, all of these new combinations comply with the Commission’s local radio ownership and radio-television cross-ownership rules. The proposed third party assignees of the stations to be divested also have demonstrated their qualifications to acquire the stations. Several of these buyers are acquiring stations in areas where they currently own stations, thereby creating new radio station combinations. Of those markets where new combinations are created, five markets trigger the Commission’s screening mechanism to identify transactions that possibly raise competitive concerns. Specifically, CBS is acquiring stations in Cincinnati and Cleveland, Cox is buying stations in Richmond, Saga Communications is buying stations in Springfield, MA, and Two Rivers Broadcasting is buying stations in Des Moines. All of these buyers currently own stations in the relevant areas. In Cincinnati, CBS would control 28.5% of the advertising revenue, and the combination of CBS’s 28.5% with Clear Channel, the largest radio group in the market, would result in a combined advertising revenue share of 77.5%. In Cleveland, CBS would control 30.9% of the advertising revenue, and the combination of CBS’s 30.9% with Clear Channel, the largest radio group in the market, would result in a combined advertising revenue share of 74.6%. In Des Moines, Two Rivers would control 30.9% of the advertising revenue, and the combination of Two River’s 30.9% with Clear Channel, the largest radio group in the market, would result in a combined advertising revenue share of 71.9%. In Richmond, Cox would control 28.9% of the advertising revenue, and the combination of Cox’s 28.9% with Clear Channel, the largest radio group in the market would result in a combined advertising revenue share of 70.5%. In Springfield, MA, Saga would control 34.1% of the advertising revenue, and the combination of Saga’s 39.4% with Clear Channel, the largest radio group in the market would result in a combined advertising revenue share of 73.5%. The foregoing competitive analysis of the proposed acquisitions demonstrates that none of the transactions reviewed pose disqualifying market concentrations under our existing rules and cases. The record as a whole reveals no other circumstances to warrant further inquiry with respect to the acquisition of stations by the third party assignees. C. Trust Applications 22. We now consider the trust applications filed in connection with the merger. Because Clear Channel has not yet secured third party buyers acceptable to DOJ in Denver-Boulder, Harrisburg, and Pensacola, and because it may not be possible to consummate all other third party divestitures prior to or concurrently with the merger, Clear Channel has filed trust applications to assign stations to an insulated divestiture trust-- the CCU/AMFM Trust I, Charles E. Giddens, Trustee-- concurrently with the merger. Therefore, approval of the trust applications facilitates the merger by permitting Clear Channel to assign a sufficient number of stations to the Trust to come into compliance with the radio ownership limitations. 23. Pursuant to the terms of the trust agreement, the trustee, Mr. Charles E. Giddens, will be charged with consummating the sale of the stations to any party who has entered into a contract by the date of the merger, and if no contract is in place, with securing and completing the sale to a qualified buyer. In seeking potential buyers, Mr. Giddens is bound by the terms and conditions of the merging entities’ agreement with DOJ, including the terms of the prospective consent decree. Clear Channel has submitted showings to demonstrate that Gidden’s control of all of the stations to be held in trust would comply with the local radio ownership rules. 24. The Commission previously has approved the use of properly insulated trust arrangements as a legitimate means to avoid attribution of a broadcast interest under the Commission’s multiple ownership rules. See Attribution of Ownership Interests, 97 FCC 2d 997, 1023-24 (1984) (subsequent history omitted). Thus, “trusts are occasionally established specifically to effect compliance with the Commission’s rules for holdings which would violate the rules if held outright.” Id. See e.g. Stockholders of Infinity Corp., 12 FCC Rcd 5012, 5040-41 (1996) (“Infinity”), see also Viacom Inc., 9 FCC Rcd 1577, 1578 (1994). Under the Commission’s attribution criteria, the ownership interests of grantors or beneficiaries will not be attributable to them if they are sufficiently insulated to prevent the exercise of control or influence over the trustee. We have reviewed the trust agreement and find that it conforms in all respects with the Attribution insulation standards. The trust instrument clearly states that there will be no communications with the trustee regarding the management or operation of the stations subject to the trusts. In addition, Clear Channel and the trustee have represented that the trustee is an independent individual with no familial or business relationships with Clear Channel. Therefore, we are satisfied that the trust ensures that control of the stations rests with, and must be exercised solely by, the designated trustee. 25. The Commission previously has indicated that, although trust arrangements may be effective in avoiding the influence which would trigger attribution and our concern for diversity, their use does not necessarily alleviate competitive concerns because such insulated trusts permit a station owner to hold attributable interests in the maximum number of overall and/or same service stations at the same time that it holds beneficial interests in additional stations through trust. See Infinity, 12 FCC Rcd at 5041. However, our concerns are mitigated here because temporary, disposition trust arrangements are proposed, and the stations held in trust, including stations subject to divestiture under the agreement with DOJ, will be sold. 26. The number of stations that AMFM and Clear Channel seek authority to place in trust has the potential to raise additional concerns. Given that trusts’ limited purpose of “effect[ing] compliance with the Commission’s rules for holdings which would violate the rules if held outright[,]” as well as their “potential for abuse,” Attribution, 97 FCC 2d at 1023-24, it follows that insulated trust arrangements such as those proposed here should be employed only where necessary, and then to as limited an extent as possible. DOJ also has required divestitures in most of the areas where new combinations would violate the local radio ownership rules. Specifically, DOJ requires divestitures in 27 of the 37 areas where the merger also requires divestitures in order to comply with the numerical limits of the radio ownership rules. Moreover, if any of the stations covered by the DOJ agreement are placed in trust because approved third party buyers do not consummate divestitures, DOJ will include those stations in its consent decree. The consent decree will serve as an additional mechanism to ensure that the Trust is short-term and that the stations will be ultimately sold to third party buyers. Therefore, based on the totality of circumstances here, including the scale of the proposed merger, the merging entities’ showings of the need for the proposed trust mechanisms, and the merging entities’ agreement with DOJ, we are persuaded that approval of the trust applications is appropriate for the limited purpose of facilitating this transaction. 27. Moreover, to ensure that the proposed trust is short term, we have limited our approval to a period of up to six months. We note that this limited period is consistent with our prior decisions approving trust arrangements in complex merger transactions. See e.g. Jacor, 14 FCC Rcd at 6893. Any request to extend the temporary period should be filed at least 45 days prior to the end of the period and will be closely scrutinized. In addition, for stations subject to the agreement with DOJ, any extension request will require the Department’s prior consent. V. Radio-Television Cross-Ownership 28. The Commission relaxed the radio-television cross-ownership rules to permit same market joint ownership of radio and television facilities up to a level that permits broadcasters and the public to realize the benefits of common ownership while not undermining the Commission’s competition and diversity concerns. Review of the Commission’s Regulations Governing Television Broadcasting, Television Satellite Stations, 14 FCC Rcd 12903, 12947 (1999) (recon. pending) (“Television Ownership Order”). Under the newly adopted rules, a party may own one television station (or two television stations provided it is permitted under our revised duopoly rule or television LMA grandfathering policy) and up to six radio stations in any market where at least 20 independently owned media voices remain in the market. In those markets where an entity may own a combination of two television and six radio stations, in the alternative, it may own a combination of one television and seven radio stations. Second, a party may own one television station (or two television stations provided it is permitted under our duopoly rule or the television LMA grandfathering policy) and up to four radio stations in any market where at least ten independently owned media voices remain in the market. Third, a party may own one television station (or two television stations provided it is permissible under our duopoly rules or television LMA grandfathering policy) and one radio station regardless of the number of independent voices remaining in the market. In accordance with the Television Ownership Order, where a merger involves stations in different radio metro markets, the voice count requirement must be satisfied in each of the radio metro markets to qualify under the voice count criteria. Clear Channel has submitted showings in markets where the merger would create new radio-television combinations. Specifically, the merger will result in Clear Channel owning new radio-television combinations in Minneapolis, MN; Albany, NY; Providence, RI; Wichita, KS; Tucson, AZ; and Jackson, TN. Each of the markets is discussed below. 29. In both Minneapolis, MN and Albany, NY, Clear Channel will own a combination of 1 TV/7 radio stations. In Minneapolis, Clear Channel owns television station WFTC-TV, Minneapolis, MN, and is acquiring the following radio stations from AMFM, KTCZ(FM), WLOL(FM), KFXN(AM), KFAN(AM), Minneapolis, MN, KDWB(FM), Richfield, MN, KEEY(FM), St. Paul, MN, and KQQL(FM), Anoka, MN. Clear Channel also owns satellite station KFTC(TV). In Albany, Clear Channel owns television station WXXA-TV and radio stations WHRL(FM), Albany, NY, WGY(AM), WRVE(FM), Schenectady, NY, and WXCR(FM), Ballston Springs, NY, and is acquiring AMFM’s radio stations, WPYX(FM), Albany, NY, WTRY(AM), Troy, NY and WTRY-FM, Rotterdam, NY. In order to own a 1 TV/7 radio station combination at least 20 independently owned media voices must remain in the market post-merger, eight of which must be independently owned and operating television stations within the relevant television DMA. 30. In Providence, RI, Wichita, KS, and Tucson, AZ, Clear Channel will own combinations of 1 TV/4 radio stations. In Providence, Clear Channel owns television station WPRI(TV), Providence, RI, and radio stations WWBB(FM), Providence, RI, and WWRX-FM, Westerly, RI is acquiring AMFM’s radio stations, WHJJ(AM), WHJY(FM), Providence, RI, and WSNE(FM), Taunton, MA. Concurrently with the merger, Clear Channel proposes to sell WWRX-FM to a third party. Clear Channel also provides programming for WNAC-TV, Providence, RI pursuant to an LMA entered into prior to November 5, 1996. In Wichita, Clear Channel owns television station KSAS-TV, Wichita, KS and is acquiring AMFM’s radio stations KRBB(FM), KKRD(FM), Wichita, KS, KRZZ-FM, Derby, KS, and KZSN(FM), Hutchinson, KS. In addition, Clear Channel owns two satellite television stations, KAAS-TV, Salina, KS and KBDK(TV), Hoisington, KS and provides programming for KSCC(TV), Hutchinson, KS pursuant to an LMA entered into prior to November 5, 1996. In order to own combinations of 1 TV/4 radio stations at least 10 independently owned media voices must remain in the market post-merger. In Tucson, Clear Channel owns television station KTTU-TV, Tucson, AZ and is acquiring AMFM’s radio stations KCEE(AM), KNST(AM), KRQQ(FM), and KWFM-FM, Tucson, AZ. 31. In Jackson, TN, Clear Channel will own a combination of 1 TV/3 radio stations. Clear Channel currently owns television station WMTU(TV) Jackson, TN and is acquiring AMFM’s radio stations WTJS(AM), WTNV(FM), Jackson, TN, and WYNU(FM), Milan, TN. In order to own a combination of 1 TV/3 radio stations at least 10 independently owned media voices must remain in the market post-merger. 32. Our independent review of Clear Channel’s showings indicates that Clear Channel will be in compliance with the radio-television cross-ownership rules in Minneapolis, Providence, Wichita, Tucson, and Jackson. Therefore, we find that the proposed station combinations in those markets will comply with the radio-television cross-ownership rule post-merger. 33. In Albany, the Commission originally granted Clear Channel a conditional waiver subject to the outcome of the Commission’s television ownership proceeding to own a 1 TV/7 radio station combination- WXXA-TV, WHRL(FM), WXCR(FM), WQBJ(FM), WTMM(AM), WQBK-FM, WGY(AM), and WRVE(FM). See J. Albert Dame. In connection with this merger, Clear Channel is selling three stations it currently owns, WQBJ(FM), WTMM(AM), and WQBK-FM to a third party and is substituting three of AMFM’s stations in their place, WPYX(FM), WTRY(AM) and WTRY-FM. Therefore, Clear Channel is retaining the same number of stations overall and in each service that the Commission previously approved. We have reviewed the new 1 TV/7 radio combination to determine whether the substitution of stations has any effect on competition and find that it is consistent with Commission precedent. See e.g. Triathlon Broadcasting of Little Rock Licensee, Inc., 12 FCC Rcd 13907 (Mass Med. Bur. 1997). However, Clear Channel’s showing demonstrates that the 1 TV/7 radio station combination does not comply with the Commission’s revised radio-television cross ownership rules. In the Television Ownership Order, the Commission decided to extend conditional waivers that do not comply with the new rules until the conclusion of our biennial review in 2004. See Television Ownership Order, 14 FCC Rcd at 12957-58. Accordingly, Clear Channel’s conditional waiver in Albany is extended until 2004. VI. Petitions to Deny A. Roslin 34. Roslin, a national spot radio representation firm representing more than 200 radio stations nationwide, filed a petition to deny with regard to AMFM’s subsidiary, Katz Media Group, a firm which also sells national spot advertising for radio stations. National spot advertising representation firms (“rep firms”) bring together national advertisers who want to buy commercial time in selected markets and the individual stations in those markets. Roslin argues that Katz should terminate its representation of stations that the merged entity is divesting and with any other unaffiliated stations in markets where Clear Channel’s ownership of those stations would violate the multiple ownership rules. Roslin argues that Clear Channel, through Katz, would have the means to control the operations and programming decisions of divested or unaffiliated stations. Such control, Roslin argues would not only thwart the Commission’s multiple ownership rules, but, also would enable Clear Channel to manipulate the national spot advertising market and raise advertising rates. Finally, Roslin claims that Katz will favor Clear Channel’s stations to the economic detriment of the divested and unaffiliated stations. 35. In its Opposition, Clear Channel asserts that Roslin cannot demonstrate that it is a party-in- interest with standing to file a petition to deny the merger. Clear Channel maintains that Roslin’s challenge involves Clear Channel’s acquisition of Katz as a separate aspect of its merger with AMFM that is not implicated by the transfer of control applications before the Commission. Clear Channel asserts that Roslin’s request- that the Commission condition its approval of the merger on Clear Channel’s termination of Katz representation contracts with divested and unaffiliated stations- requires the Commission to apply a policy that has been long abandoned. Clear Channel points out that prohibitions against “representation of a station by a sales representative owned wholly or partially by the licensee of a competing station in the same community or service area,” pursuant to the Golden West policy, were expressly abolished in 1981. Clear Channel also cites to the recent Attribution Order, in which the Commission eliminated all other remaining aspects of the cross-interest policy. 36. As an initial matter, we reject Clear Channel’s argument that Roslin lacks standing. See FCC v. Sanders Bros. Radio Station, 309 U.S. 470, 477 (1940). The Commission’s former cross-interest policy initially “…prohibit[ed] a national or regional sales representative company that was wholly or partially owned by a licensee of a broadcast station from representing and soliciting advertising for competing stations in the same service area. This policy, known as the Golden West policy, was originally based upon the potential for the licensee/owner of a sales representation firm to impair competition by either price fixing in the sale of advertising time, or by using the rep firm to place the station it did not own at a competitive disadvantage. 37. However, this aspect of the cross-interest policy was later eliminated, because the Commission determined that the operation of market forces and remedies available under the antitrust statutes were sufficient to deter the anti-competitive practices that the Golden West policy was intended to address. Moreover, for the same reasons, the Commission also later revised its former cross-interest policy to eliminate any remaining restrictions on advertising agency representative relationships and sales representative relationships. And, as Clear Channel points out, the Commission’s 1999 Attribution Order deleted the three remaining aspects of the cross-interest policy involving key employee relationships, non-attributable equity interests and joint venture agreements. 38. We have considered Roslin’s petition and find that it does not raise a substantial and material question of fact to warrant further inquiry. First, Roslin fails to present evidence that there has been any adjudicated conduct by AMFM or Katz in violation of the antitrust statutes with respect to national spot advertising. As explained infra, the Commission relies on enforcement of antitrust statutes to address anti-competitive practices that may occur based on relationships between Commission licensees and advertising representative firms. Second, Roslin also has failed to articulate any specific future anti- competitive business practices of Clear Channel, or that Clear Channel could, or would, likely engage in such practices based on its control of Katz. Roslin’s bare allegation that Clear Channel could, or would act in an anti-competitive manner in the future is purely speculative and unsupported, and thus is inadequate to establish the requisite injury. B. NHPI 39. National Hispanic Policy Institute (“NHPI”) is an organization created to address issues that relate to the Hispanic American population and to devise policies to advance the interests of that population. In its petition, NHPI argues that Clear Channel’s 28.7% non-voting ownership interest in HBC gives Clear Channel de facto control of HBC and thus, HBC’s broadcast interests should be attributable to Clear Channel in determining Clear Channel’s compliance with the Commission’s local radio ownership rules. NHPI argues that attribution of HBC’s broadcast interests to Clear Channel results in violation of the radio ownership numerical limits in several areas; thus, NHPI claims that Clear Channel should be required to spin off additional radio stations in these local radio markets to come into compliance with the radio ownership limits. In addition, NHPI claims that the merger itself is anti- competitive and that it will be detrimental to Hispanic American broadcasters. 40. NHPI claims that certain rights and powers of Clear Channel, as set forth in HBC’s corporate documents, give Clear Channel substantial control over HBC. Specifically, Clear Channel’s prior approval is required before HBC takes several actions: (1) the sale or transfer of all or substantially all of HBC’s assets or the merger with another entity whereby HBC shareholders would not own at least 50% of the capital stock of the surviving entity; (2) the issuance of shares of preferred stock; (3) an amendment to the certificate of incorporation if it would adversely affect the rights of Class B shareholders; (4) the declaration or payment of non-cash dividends or distributions; and (5) any amendment to the articles of incorporation concerning the corporation’s capital stock. NHPI argues that based on these rights, Clear Channel controls core licensee decisions and the operations of HBC’s radio stations. 41. Clear Channel disputes these allegations and contends that under the Commission’s equity debt plus rule (“EDP”), its non-voting stock interest is non-attributable. In addition, Clear Channel states that its stockholder rights do not constitute de facto control of HBC. To the contrary, it states that the Commission has approved these types of rights and protections for non-attributable stockholders in previous cases. 42. Under the Commission’s attribution rules and case precedent, we find no substantial and material question of fact sufficient to warrant further inquiry with respect to attribution of Clear Channel’s interest in HBC or with respect to de facto control. First, Clear Channel’s non-voting interest in HBC is non-attributable under the Commission’s multiple ownership rules. See 47 C.F.R. §73.3555, n.2(f ) (holders of non-voting stock shall not be attributed an interest in the issuing entity). Clear Channel holds only Class B non-voting stock which is convertible to Class A voting stock only upon prior consent from the Commission. In addition, under the Commission’s newly adopted EDP rule, in markets where Clear Channel is a same-market media entity, its ownership interest in HBC is also non-attributable. Under EDP, when an investor either (1) supplies over 15% of a station’s total weekly broadcast programming hours, or (2) is a same-market media entity subject to the broadcast multiple ownership rules, its interest in a licensee or other media entity in that market will be attributable if that interest, aggregating both debt and equity holdings, exceeds 33% of the total asset value of the licensee or media entity. Therefore, in markets where both Clear Channel and HBC own stations, Clear Channel’s non- voting interest would be attributable only if its ownership exceeds 33%. Clear Channel has demonstrated that its non-voting stock interest is less than the 33% threshold necessary to trigger attribution under EDP. NHPI has presented no evidence to demonstrate that Clear Channel’s interest exceeds 33%. 43. NHPI also claims that the relationship between Clear Channel and HBC confers de facto control of HBC to Clear Channel. We find that NHPI has failed to provide sufficient evidence to raise a substantial and material question of fact as to whether Clear Channel controls or influences HBC’s operations of its radio stations. Simply put, the specific corporate matters requiring Clear Channel’s prior consent do not rise to the level of de facto control. The Commission has previously held that such “fundamental matters” are permissible investor protections that neither restrict a corporation’s discretion or rise to the level of attributable influence. Clear Channel does not possess any participatory rights in HBC or its broadcast holdings. Nor does NHPI submit any evidence of conduct to suggest that Clear Channel exercises de facto control of HBC. 44. Finally, NHPI failed to make any specific allegations to support its claim that the merger would be anti-competitive and detrimental to Hispanic American broadcasters. NHPI does not provide sufficient details to support this allegation. This argument is purely speculative and unsupported by any evidence. In sum, we find no substantial and material question of fact that warrants further inquiry into the relationship between Clear Channel and HBC. VII. Conclusion 45. We have reviewed the proposed merger, the related pleadings and comments and find that the applicants are fully qualified and that grant of the transfer of control of AMFM, Inc. to Clear Channel Communications, Inc., subject to the conditions set forth herein, will serve the public interest. Likewise, we find that the divestiture applicants and the trustee are fully qualified and we will grant the divestiture applications and the trust applications, subject to the conditions set forth herein. VIII. Administrative Matters 46. ACCORDINGLY, IT IS ORDERED, That the petitions to deny filed by Mid Atlantic Network, Inc. Fifth Avenue Broadcasting Co., Inc., Travis Media, LLC, Roslin Radio Sales, Inc., and National Hispanic Policy Institute ARE DENIED. 47. IT IS FURTHER ORDERED, That the transfer of control of AMFM, Inc. to Clear Channel Communications, Inc. (File Nos. BTC/BTCH/BTCFTB/BCTFT-19991116AJP-BDH) IS GRANTED with regard to the broadcast stations listed in Appendix A herein, subject to the conditions that (1) AMFM and Clear Channel divest their respective interests in the broadcast stations listed in Appendix B, or assign to the CCU/AMFM Trust I, Charles E. Giddens, Trustee, a sufficient number of stations to effect compliance with the Commission’s multiple ownership limits, 47 C.F.R. §73.3555(a) & (c) prior to or concurrently with the merger, (2) if the assignment of the following stations to Cox is not consummated at the time of the merger, to assign WFOX(FM), Gainesville, GA, WEDR(FM), Miami, FL, WPRL(FM), New Haven, CT, WEFX(FM), Norwalk, CT, WNLK(AM), Norwalk, CT, WKHL(FM), Stamford, CT, WSTC(AM), Stamford, CT, WFYV-FM, Atlanta Beach, FL, WAPE-FM, Jacksonville, FL, WBWL(AM), Jacksonville, FL, WKQL(FM), Jacksonville, FL, WMXQ-FM, Jacksonville, FL, and WOKV(AM), Jacksonville, FL to the CCU/AMFM Trust I, Charles E. Giddens, Trustee trust (File Nos. BAL/BALH- 20000407ABA-ABK) prior to or concurrently with the transfer of control, and (3) if consummation of the transfer of control of the Hicks television stations has not taken place at the time of the merger to assign WIZE(AM), Springfield, OH, WBTT(FM), Englewood, OH, WMJK(FM), Clyde, OH, WAVZ(AM), New Haven, CT, WOOD(AM), Grand Rapids, MI, WTKG(AM), Grand Rapids, MI, WPOP(AM), Hartford, CT, WBCK(AM), Battle Creek, MI, WRCC(AM), Battle Creek, MI, WBXX(FM), Battle Creek, MI, and WONE(AM), Dayton, OH to the CCU/AMFM Trust I, Charles E. Giddens, Trustee (File Nos. BALH- 20000407AAY-AAZ, BAL/BALH-20000427AAB-AAC, AAT-ABA) prior to or concurrently with the transfer, (4) that AMFM, Inc. and Clear Channel Communications, Inc. comply with the terms of their agreement with the Department of Justice. 48. IT IS FURTHER ORDERED, That the application for the assignment of the license of WGNE(FM), Titusville, FL from Clear Channel Broadcasting Licenses, Inc. to Mega Communications of Daytona Beach Licensee, LLC (File No. BALH-20000303AAW) IS GRANTED. 49. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WKHK(FM), Colonial Heights, VA, WKLR(FM), Fort Lee, VA, WMXB(FM), Richmond, VA, KKBQ- FM, Pasadena, TX, WTVR(AM), Richmond, VA, KKTL-FM, Cleveland, TX, and KTBZ(FM), Lake Jackson, TX from Capstar TX Limited Partnership, Citicasters Co, AMFM Texas Licenses Limited Partnership, and Clear Channel Broadcasting Licenses, Inc. to CXR Holdings, Inc. (File Nos. BAL/BALH-20000306ABE-ABH, ABL, ABP-ABQ) ARE GRANTED. 50. IT IS FURTHER ORDERED, That the application for the assignment of the license of WUBE(AM), Cincinnati, OH from AMFM Radio Licenses, LLC to Blue Chip Broadcasting Licenses, Ltd. (File No. BAL-20000306ABO) IS GRANTED. 51. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WMJY(FM), Biloxi, MS, WKNN-FM, Pascagoula, MS, KBRQ(FM), Hillsboro, TX, KSDO(AM), San Diego, CA, KFJO(FM), Walnut Creek, CA, KFJO-FM1, W. Pittsburg, CA, KFJO-FM3, Martinez, CA, KCNL(FM), Fremont, CA, from Citicasters Co. and Capstar TX Limited Partnership to Chase Radio Properties, LLC, (File Nos. BAL/BALH/BALFTB-20000306ABT-ABV, ABX, ABY, ACD-ACF) ARE GRANTED. 52. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WRMR(AM), Cleveland, OH, WBOB(AM), Florence, KY, WYGY(FM), Hamilton, OH, and WKNR(AM), Cleveland, OH from Capstar TX Limited Partnership and AMFM Radio Licenses, LLC to Caron Broadcasting, Inc. (File Nos. BAL/BALH-20000307AAR-AAU) ARE GRANTED. 53. IT IS FURTHER ORDERED, That the application for the assignment of the license of KDGE(FM), Gainesville, TX from AMFM Texas Licenses Limited Partnership to Inspiration Media of Texas, Inc. (File No. BALH-20000307ACK) IS GRANTED. 54. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of KALC(FM), Denver, CO, KEZY(AM), Anaheim, CA, KXMX(FM), Anaheim, CA, and KXMX-FM1, Laguna Hills, CA from AMFM Radio Licenses, LLC Citicasters Co. to Salem Communications Acquisition Corp. (File Nos. BAL/BALH/BALFTB-20000307ABH, ACL-ACN) ARE GRANTED. 55. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WMFR(AM), High Point, NC, KPLN(FM), San Diego, CA, KYXY(FM), San Diego, CA, WUBE-FM, Cincinnati, OH, WDOK(FM), Cleveland, OH, WQAL-FM, Cleveland, OH, KDJM(FM), Greeley, CO, KIMN(FM), Denver, CO, WJHM(FM), Daytona Beach, FL, WOCL(FM), De Land FL, WOMX-FM, Orlando, FL, KOOL-FM, Phoenix, AZ, KZON(FM), Phoenix, AZ, KMLE(FM), Chandler, AZ, KIMN- FM1, Boulder, CO, KXKL-FM, Denver, CO, KXKL-FM1, Boulder, CO, WSML(AM), Graham, NC, WSJS(AM), Winston-Salem, NC, and WZJM(FM), Cleveland Heights, OH from Cleveland Radio Licenses, LLC, Capstar TX Limited Partnership, Clear Channel Broadcasting Licenses, Inc., and AMFM Radio Licenses, LLC to CBS Radio, Inc. (File Nos. BAL/BALH/BALFTB-20000307AAQ, AAV-ABG, ABK-ABM, ACF-ACG, ACK-ACL) ARE GRANTED. 56. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WTPT(FM), Forest City, NC and WROQ(FM), Anderson, SC, from Capstar TX Limited Partnership and Clear Channel Broadcasting Licenses, Inc. to OBC Broadcasting, Inc. (File Nos. BALH-20000308ACH, ACM) ARE GRANTED. 57. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses KHKI(FM), Des Moines, IA, and KGGO(FM), Des Moines, IA from Capstar TX Limited Partnership to Two Rivers Broadcasting Limited Partnership (File Nos. BALH-20000308ACK-ACL) ARE GRANTED. 58. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WHKR(FM), Rockledge, FL, KHAK(FM), Cedar Rapids, IA, KDAT(FM), Cedar Rapids, IA, KRNA(FM), Iowa City, IA, KMJJ-FM, Shreveport, LA, KRMD(AM), Shreveport, LA, and KRMD-FM, Shreveport, LA from Capstar TX Limited Partnership to Cumulus Licensing Corp. (File Nos. BAL/BALH-20000308ABV-ABY, ACD-ACF) ARE GRANTED. 59. IT IS FURTHERED ORDERED, That the applications for the assignment of the licenses of WHMP(AM), Northampton, MA and WHMP-FM, Northampton, MA from Capstar TX Limited Partnership to Saga Communications of New England, Inc. (File Nos. BAL/BALH-20000308ACI-ACJ) ARE GRANTED. 60. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of KSEV(AM), Tomball, TX, KTJM(FM), Port Arthur, TX, KJOJ(AM), Conroe, TX, KJOJ-FM, Freeport, TX and KQUE(AM), Houston, TX from Capstar TX Limited Partnership and Clear Channel Broadcasting Licenses, Inc. to El Dorado Communications, Inc. (File Nos. BAL/BALH-20000309AAK- AAO) ARE GRANTED. 61. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WEEX(AM), Easton, PA and WODE-FM, Easton, PA from Clear Channel Broadcasting Licenses, Inc. to Nassau Broadcasting Partners, L.P. (File Nos. BAL/BALH-20000310ADB-ADC) ARE GRANTED. 62. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WOAD(AM), Jackson, MS, WKXI(AM), Jackson, MS, WKXI-FM, Magee, MS, WJMI(FM), Jackson, MS, and WYJS(FM), Pickens, MS from Clear Channel Broadcasting Licenses, Inc. and Citicasters Co. to Urban Radio of Mississippi, LLC (File Nos. BAL/BALH-20000310ABF-ABI, ABN) ARE GRANTED. 63. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WARQ(FM), Columbia, SC, WMFX(FM), St. Andrews, SC, WOIC(AM), Columbia, SC, and WWDM(FM), Sumter, SC from Clear Channel Broadcasting Licenses, Inc. to Urban Radio of South Carolina, LLC (File Nos. BAL/BALH-20000310ABJ-ABM) ARE GRANTED. 64. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of KBFB(FM), Dallas, TX, WZAK(FM), Cleveland, OH, KCMG(FM), Los Angeles, CA, WVCG(AM), Coral Gables, FL, WJMO(AM), Cleveland Heights, OH, WFXC(FM), Durham, NC, WNNL(FM), Fuquay-Varina, NV, WFXK(FM), Tarboro, NC, WJMZ-FM, Anderson, SC, KBXX(FM), Houston, TX, KMJQ(FM), Houston, TX, and WQOK(FM), S. Boston, VA from Clear Channel Broadcasting Licenses, Inc., Capstar TX Limited Partnership, AMFM Radio Licenses, LLC, and Cleveland Radio Licenses, LLC to Radio One Licenses (File Nos. BAL/BALH-20000315ACJ-ACU) ARE GRANTED. 65. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WTMM(AM), Rensselaer, NY, WQBK-FM, Rensselaer, NY, WQBJ(FM), Cobbleskill, NY, WABT(FM), Mechanicville, NY, WGNA(AM), Albany, NY, and WGNA-FM, Albany, NY from Capstar TX Limited Partnership and Clear Channel Broadcasting Licenses, Inc. to Regent Licensee of Mansfield, Inc. (File Nos. BAL/BALH-20000316AAG-AAL) ARE GRANTED. 66. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WLHT-FM, Grand Rapids, MI, WRGD-FM, Grand Rapids, MI, WTRV(FM), Walker, MI, and WNWZ(AM), Grand Rapids, MI from Capstar TX Limited Partnership to Regent Licensee of Victorville, Inc. (File Nos. BALH-20000316AAG-AAI, BAL-20000602AHH) ARE GRANTED. 67. IT IS FURTHER ORDERED, That the application for the assignment of the license of KFON(AM), Austin, TX from Clear Channel Broadcasting Licenses, Inc. to Pecan Radio Partners, Ltd. (File No. BAL-20000317AAW) IS GRANTED. 68. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of KACD(FM), Santa Monica, CA and KBCD(FM), Newport Beach, CA from Citicasters Co. to Entravision Holdings, LLC (File Nos. BALH-20000323ABQ-ABR) ARE GRANTED. 69. IT IS FURTHER ORDERED, That the application for the assignment of the license of WWRX-FM, Westerly, RI from Clear Channel Broadcasting Licenses, Inc. to FNX Broadcasting of Rhode Island, LLC (File No. BALH-20000324AAV) IS GRANTED. 70. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of KXJO(FM), Alameda, CA and KXJO-FM1, Orinda, CA from Citicasters Co. to Rodriguez Communications Inc. (File Nos. BALH/BALFTB-20000329AAP-AAQ) ARE GRANTED. 71. IT IS FURTHER ORDERED, That the application for the assignment of the license of WIRA(AM), Ft. Pierce, FL from Clear Channel Broadcasting Licenses, Inc. to Genesis Communications I, Inc. (File No. BAL-20000329AAJ) IS GRANTED. 72. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of KXPK(FM), Evergreen, CO, KXPK-FM1, Boulder, CO, and KKFR(FM), Glendale, AZ from AMFM Radio Licenses, LLC to Emmis Communications Corporation (File Nos. BALH/BALFTB- 20000608AGG-AGI) ARE GRANTED. 73. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WTOU(AM), Akron, OH and WKDD(FM), Akron, OH from OBC Broadcasting, Inc. to Clear Channel Broadcasting Licenses, Inc. (File Nos. BAL/BALH-20000308ACR-ACS) ARE GRANTED. 74. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WUUS(AM), Rossville, GA, WRXR-FM, Rossville, GA, WUSY(FM), Cleveland, TN, WLOV-FM, South Pittsburg, TN, WKXJ(FM), Signal Mountain, TN, W257AZ, Lookout Mountain, TN, W278AC, Walden, TN, WOSC(FM), Bethany Beach, DE, WLBW(FM), Fenwick Island, DE, WWFG(FM), Ocean City, MD, WJDY(AM), Salisbury, MD, WTGM(AM), Salisbury, MD, WLVW-FM, Salisbury, MD, WQHQ(FM), Salisbury, MD, WSBY-FM, Salisbury, MD, WTKA(AM), Ann Arbor, MI, WIQB-FM, Ann Arbor, MI, WQKL(FM), Ann Arbor, MI, WYBN(AM), Saline, MI, KTEX(FM), Brownsville, TX, KBFM(FM), Edinburg, TX, WQRB(FM), Bloomer, WI, WATQ(FM), Chetek, WK, WBIZ(AM), Eau Claire, WI, WBIZ-FM, Eau Claire, WI, WMEQ(AM), Menomonie, WI, WMEQ-FM, Menomonie, WI, and WAWR(AM), Salisbury, MD from Cumulus Licensing Corp. to Capstar TX Limited Partnership (File Nos. BAL/BALH-20000308ADA-ADC, ACX, ACZ, BAP/BAL/BALH-20000501AAN-ABH) ARE GRANTED. 75. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of KZXY-FM, Apple Valley, CA, KIXW(AM), Apple Valley, CA, KIXA(FM), Lucerne Valley, CA, KATJ(FM), George, CA, and KROY(AM), Victorville, CA, from Regent Licensee of Victorville, Inc. to Clear Channel Broadcasting, Inc. (File Nos. BAL/BALH-20000316ABN-ABR) ARE GRANTED. 76. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses of WMAN(AM), Mansfield, OH, WYHT(FM), Mansfield, OH, and WSWR-FM, Shelby, OH from Regent Licensee of Mansfield, Inc. to Clear Channel Broadcasting Licenses, Inc. (File Nos. BAL/BALH- 20000316ABS-ABU) ARE GRANTED. 77. IT IS FURTHER ORDERED, That the application for the assignment of the license of KEYI-FM, San Marcos, TX from Clear Channel Broadcasting Licenses, Inc. to Secret Communication 3, LLC (File No. BALH-20000606ABY) IS GRANTED. 78. IT IS FURTHER ORDERED, That the transfer of control of AMFM, Inc. to Clear Channel Communications, Inc. for the authorization call sign WNTA609 (File No. 0000147761) IS GRANTED. 79. IT IS FURTHER ORDERED, That the applications for the assignment of the licenses as listed in Appendix D from Citicasters Co., AMFM Radio Licenses, LLC, Clear Channel Broadcasting Licenses, Inc., Capstar TX Limited Partnership, Cleveland Radio Licenses, LLC, AMFM Texas Licenses Limited Partnership and Jacor Licensee of Kansas City, to The CCU/AMFM Trust I, Charles E. Giddens, Trustee (File Nos. BAL/BALH/BALFT-20000328ACQ-ACY, ADA, ADE-ADH, ADJ-ADM, ADO-AEL, AEN-AFJ, AFL-AGE, AGG-AHC, AHE-AHG, AHI-AHJ, BAL-20000606ABT, BAL/BALH- 20000407AAY-ABK, and BAL/BALH-20000427AAT-ABD) ARE GRANTED for a temporary six month period subject to the following conditions: (1) any requests to extend this temporary period should be filed at least 45 days prior to the end of the six month period and will be closely scrutinized, and (2) any request to extend the period with regard to divestiture stations covered by the DOJ agreement, will be subject to DOJ’s prior consent. 80. IT IS FURTHER ORDERED That the adoption date of this ORDER is August 7, 2000, and that the effective date, pursuant to 47 CFR § 1.103(a), is designated as August 15, 2000. FEDERAL COMMUNICATIONS COMMISSION Magalie Roman Salas Secretary Appendix A Facilities to be Transferred from AMFM, Inc. to Clear Channel Communications, Inc. STATION COMMUNITY OF LICENSE FILE NUMBER FACILITY ID NUMBER WTKE(FM) Andalusia, AL BTCH-19991116AVC 56374 WERC(AM) Birmingham, AL BTC-19991116ALZ 2112 WMJJ(FM) Birmingham, AL BTCH-19991116AMB 2111 WZBQ(FM) Carrollton, AL BTCH-19991116AMV 70264 W274AC Chelsea, AL BTCFT-19991116AMC 76203 W244BA Chelsea, AL BTCFT-19991116AMF 76471 WQEM(FM) Columbiana, AL BTCH-19991116AME 41641 WHOS(AM) Decatur, AL BTC-19991116AMM 44023 WDRM(FM) Decatur, AL BTCH-19991116AMP 44024 WTXT(FM) Fayette, AL BTCH-19991116AMW 68418 WAAX(AM) Gadsden, AL BTC-19991116AMH 22996 WQEN(FM) Gadsden, AL BTCH-19991116AMI 22997 WGMZ(FM) Glencoe, AL BTCH-19991116AMJ 2465 WTAK-FM Hartselle, AL BTCH-19991116AMK 25383 WBHP(AM) Huntsville, AL BTC-19991116AMQ 44025 WDXB(FM) Jasper, AL BTCH-19991116AMA 2114 WQLD(FM) Luverne, AL BTCH-19991116AMS 6655 WXQW(FM) Meridianville, AL BTCH-19991116AMN 22264 WMCZ(FM) Millbrook, AL BTCH-19991116AMT 8662 W272AW Mountain Brook, AL BTCFT-19991116AMD 2113 W293AH Normal, AL BTCFT-19991116AMO 25384 WWXQ(FM) Trinity, AL BTCH-19991116AML 25385 WZHT(FM) Troy, AL BTCH-19991116AMR 8649 WENN(FM) Trussville, AL BTCH-19991116AMG 62278 WRTR(FM) Tuscaloosa, AL BTCH-19991116AMX 48645 WACT(AM) Tuscaloosa, AL BTC-19991116AMU 48643 KASH-FM Anchorage, AK BTCH-19991116AMY 12958 KBFX(FM) Anchorage, AK BTCH-19991116AMZ 12962 KTZN(AM) Anchorage, AK BTC-19991116ANA 12967 KGOT(FM) Anchorage, AK BTCH-19991116ANB 12515 KENI(AM) Anchorage, AK BTC-19991116ANC 12516 KYMG(FM) Anchorage, AK BTCH-19991116AND 12514 KIAK(AM) Fairbanks, AK BTC-19991116ANE 12518 KKED(FM) Fairbanks, AK BTCH-19991116ANF 69120 KAKQ-FM Fairbanks, AK BTCH-19991116ANG 12519 KIAK-FM Fairbanks, AK BTCH-19991116ANH 12517 KYOT-FM Phoenix, AZ BTCH-19991116AKV 18648 KGME(AM) Phoenix, AZ BTC-19991116AKW 63918 KFYI(AM) Phoenix, AZ BTC-19991116BAB 65480 KOY(AM) Phoenix, AZ BTC-19991116AKZ 63914 KCEE(AM) Tucson, AZ BTC-19991116AVD 53592 KNST(AM) Tucson, AZ BTC-19991116AVE 53589 KRQQ(FM) Tucson, AZ BTCH-19991116AVF 53591 KWFM-FM Tucson, AZ BTCH-19991116AVG 53594 KYJT(FM) Yuma, AZ BTCH-19991116ANI 12660 KBLU(AM) Yuma, AZ BTC-19991116ANJ 62233 KTTI(FM) Yuma, AZ BTCH-19991116ANK 62234 KEZA(FM) Fayetteville, AR BTCH-19991116ARZ 12702 KKIX(FM) Fayetteville, AR BTCH-19991116ASA 48951 K272DQ Fayetteville, AR BTCFT-19991116ASC 48954 KMAG(FM) Fort Smith, AR BTCH-19991116ASD 22098 KWHN(AM) Fort Smith, AR BTC-19991116ASE 22099 KHFS(AM) Fort Smith, AR BTC-19991116ASF 87114 KMXF(FM) Lowell, AR BTCH-19991116ASB 48955 KYGL(FM) Texarkana, AR BTCH-19991116ASG 12312 KKYR(AM) Texarkana, AR BTC-19991116ASH 7072 KHYL(FM) Auburn, CA BTCH-19991116ALD 10144 KISQ-FM3 Concord, CA BTCFTB-9991116BAO 59973 KMEL-FM1 Concord, CA BTCFTB-19991116BAQ 35122 KRDU(AM) Dinuba, CA BTC-19991116AVP 54559 KSOF(FM) Dinuba, CA BTCH-19991116AVK 54560 KEZL(FM) Fowler, CA BTCH-19991116AVO 2097 KCBL(AM) Fresno, CA BTC-19991116AVM 9749 KALZ(FM) Fresno, CA BTCH-19991116AVH 48777 KRZR(FM) Hanford, CA BTCH-19991116AVL 48776 KOST(FM) Los Angeles, CA BTCH-19991116BCN 34424 KFI(AM) Los Angeles, CA BTC-19991116AZZ 34425 KYSR(FM) Los Angeles, CA BTCH-19991116BAE 36019 KLAC(AM) Los Angeles, CA BTC-19991116BAD 59958 KKBT(FM) Los Angeles, CA BTCH-19991116ALA 35022 KBIG-FM Los Angeles, CA BTCH-19991116AJP 6360 KKME(FM) Manteca, CA BTCH-19991116AVX 12963 KSAN-FM2 Mill Valley, CA BTCFTB-19991116BAN 91407 KFIV(AM) Modesto, CA BTC-19991116AVS 12959 KJSN(FM) Modesto, CA BTCH-19991116AVT 12960 K261AB Newhall, CA BTCFT-19991116BAG 70039 KABL(AM) Oakland, CA BTC-19991116BAH 59957 KNEW(AM) Oakland, CA BTC-199911161BAI 59966 KOSO(FM) Patterson, CA BTCH-19991116AVR 35426 KIOI-FM2 Pleasanton, CA BTCFTB-19991116AJZ 90740 KKSF-FM1 Pleasanton, CA BTCFTB-19991116BAP 86911 KSAN-FM1 Pleasanton, CA BTCFTB-9991116BAR 59990 KISQ-FM2 Pleasanton, CA BTCFTB19991116BAT 59993 KSTE(AM) Rancho Cordova, CA BTC-19991116ALE 22883 KGGI(FM) Riverside, CA BTCH-19991116ALB 10135 KFBK(AM) Sacramento, CA BTC-19991116ALF 10145 KGBY(FM) Sacramento, CA BTCH-19991116ALG 10146 KKDD(AM) San Bernardino, CA BTC-19991116ALC 10134 KKSF(FM) San Francisco, CA BTCH-19991116BAM 86911 KMEL(FM) San Francisco, CA BTCH-19991116BAL 35121 KYLD(FM) San Francisco, CA BTCH-19991116BAK 59989 KISQ(FM) San Francisco, CA BTCH-19991116BAJ 59964 KIOI(FM) San Francisco, CA BTCH-19991116AJX 34930 K292CR Simi Valley, CA BTCFT-19991116BCP 34426 K280DT Thousand Acres, CA BTCFT-19991116BCO 14241 KUYL(AM) Stockton, CA BTC-19991116ACC 32214 KBOS-FM Tulare, CA BTCH-19991116AVJ 9748 KVBL(AM) Visalia, CA BTC-19991116AVI 2096 KFSO-FM Visalia, CA BTCH-19991116AVN 2099 K268AG Visalia, CA BTCFT-19991116AVQ 83189 KISQ-FM1 Walnut Creek, CA BTCFT-19991116BAS 59992 KIOI-FM1 Walnut Creek, CA BTCFT-19991116AJY 4085 K269AE Boulder, CO BTCFT-19991116BCQ 26927 K299AJ Durango, CO BTCFT-19991116ASI 29594 KVUU(FM) Pueblo, CO BTCH-19991116ARE 35868 KKLI(FM) Widefield, CT BTCH-19991116ARF 67187 WPKX(FM) Enfield, CT BTCH-19991116AWC 46965 WHCN(FM) Hartford, CT BTCH-19991116EV 72114 WKSS(FM) Hartford, CT BTCH-19991116AVZ 53384 WPOP(AM) Hartford, CT BTC-19991116AWA 37232 WMRQ(FM) Waterbury, CT BTCH-19991116AWD 74279 WWYZ(FM) Waterbury, CT BTCH-19991116AWF 74205 WMZQ-FM Washington, DC BTCH-19991116BBB 73305 WJMO-FM Washington, DC BTCH-19991116BBD 25080 WTEM(AM) Washington, DC BTC-19991116BBC 25105 WGAY(AM) Washington, DC BTC-19991116BBE 8681 WASH(FM) Washington, DC BTCH-19991116AJU 70933 WBIG(FM) Washington, DC BTCH-19991116ALJ 54459 WWDC-FM Washington, DC BTCH-19991116BBF 8682 WRDX(FM) Dover, DE BTCH-19991116ANR 4669 WDOV(AM) Dover, DE BTC-19991116ANP 46707 WDSD(FM) Smyrna, DE BTCH-19991116ANS 4676 WJBR(AM) Wilmington, DE BTC-19991116ANQ 14373 WLRQ-FM Cocoa, FL BTCH-19991116ASP 20372 WMMV(AM) Cocoa, FL BTC-19991116ASR 20371 WAVW(FM) Gifford, FL BTCH-19991116ASN 40988 WBVD(FM) Melbourne, FL BTCH-19991116ASS 11409 WMMB(AM) Melbourne, FL BTC-19991116ASQ 11408 WZZR(FM) Stuart, FL BTCH-19991116ASM 14376 WXXL(FM) Tavares, FL BTCH-19991116BBK 29569 WAXE(AM) Vero Beach, FL BTC-19991116ASS 41067 WCZR(FM) Vero Beach, FL BTCH-19991116ASK 41066 WQOL(FM) Vero Beach, FL BTCH-19991116ASL 67604 WAEV(FM) Savannah, GA BTCH-19991116AWO 50403 WCHY(AM) Savannah, GA BTC-19991116AWP 8589 WSCA(FM) Savannah, GA BTCH-19991116AWQ 8594 WSOK(AM) Savannah, GA BTC-19991116AWR 50406 KSSK(AM) Honolulu, HI BTC-19991116AWS 48774 KHVH(AM) Honolulu, HI BTC-19991116AWW 34591 KIKI-FM Honolulu, HI BTCH-19991116AWX 34592 KDNN(FM) Honolulu, HI BTCH-19991116AWY 40144 KIKI(AM) Honolulu, HI BTC-19991116AWZ 40143 KUCD(FM) Pearl City, HI BTCH-19991116AWV 48778 KSSK-FM Waipahu, HI BTCH-19991116AWT 48775 WGCI-FM Chicago, IL BTCH-19991116BBR 51165 WNUA(FM) Chicago, IL BTCH-19991116BBM 53971 WUBT(FM) Chicago, IL BTCH-19991116BBN 74178 WLIT-FM Chicago, IL BTCH-19991116BBO 70042 WGCI(AM) Chicago, IL BTC-19991116BBQ 51162 WVAZ(FM) Oak Park, IL BTCH-19991116BBP 6588 WFMB-FM Springfield, IL BTCH-19991116AXA 48331 WFMB(AM) Springfield, IL BTC-19991116AXC 48333 WCVS-FM Virden, IL BTCH-19991116AXB 70275 WFBQ(FM) Indianapolis, IN BTCH-19991116AXD 59590 WNDE(AM) Indianapolis, IN BTC-19991116AXE 59591 WRZX(FM) Indianapolis, IN BTCH-19991116AXF 59589 KTOF(AM) Cedar Rapids, IA BTC-19991116ASW 54164 KDMI(AM) Des Moines, IA BTC-19991116ASX 12964 KXKT(FM) Glenwood, IA BTCH-19991116ARG 69686 KRZZ-FM Derby, KS BTCH-19991116AXH 53599 KZSN(FM) Hutchinson, KS BTCH-19991116AXJ 61364 KKRD(FM) Wichita, KS BTCH-19991116AXG 53600 KRBB(FM) Wichita, KS BTCH-19991116AXI 39902 WZTO(AM) Russellville, KY BTC-19991116AXK 34387 KRRV-FM Alexandria, LA BTCH-19991116ATA 33768 KZMZ(FM) Alexandria, LA BTCH-19991116ATC 63199 KDBS(AM) Alexandria, LA BTC-19991116ATD 32995 WFMF(FM) Baton Rouge, LA BTCH-19991116ATE 4053 WYNK(AM) Baton Rouge, LA BTC-19991116ATF 47403 WJBO(AM) Baton Rouge, LA BTC-19991116ATI 4054 WYNK-FM Baton Rouge, LA BTCH-19991116ATJ 47402 KRVE(FM) Brusly, LA BTCH-19991116ATH 40866 WSKR(AM) Denhan Springs, LA BTC-19991116ATG 37815 KKST(FM) Oakdale, LA BTCH-19991116ATB 3423 KBED(FM) Shreveport, LA BTCH-19991116ATM 53030 WUBB(FM) York Center, ME BTCH-19991116ATO 35218 WWRC(AM) Bethesda, MD BTC-19991116ALM 11846 W288AB Braddock, Hghts, MD BTCFT-19991116ATR 31140 WFMD(AM) Fredrick, MD BTC-19991116ATP 31136 WFRE(FM) Fredrick, MD BTCH-19991116ATQ 31139 WJMN(FM) Boston, MA BTCH-19991116BBS 53972 WXKS(AM) Everett, MA BTCH-19991116BBU 53964 WXKS-FM Medford, MA BTCH-19991116BBT 53965 WSNE(FM) Taunton, MA BTCH-19991116AXL 74069 WSRS(FM) Worchester, MA BTCH-19991116ATS 35225 WTAG(AM) Worchester, MA BCH-19991116ATT 35230 WBXX(FM) Battle Creek, MI BTCH-19991116AXO 37461 WRCC(AM) Battle Creek, MI BCH-19991116ACP 37462 WBCK(AM) Battle Creek, MI BCH-19991116AXQ 37459 WYUR(AM) Dearborn, MI BCH-19991116BCA 6593 WNIC(FM) Dearborn, MI BTCH-19991116BCB 6594 WKQI(FM) Detroit, MI BTCH-19991116BBZ 6592 WDFN(AM) Detroit, MI BCH-19991116BBY 59969 WMXD(FM) Detroit, MI BTCH-19991116BBV 59596 WWWW(FM) Detroit, MI BTCH-19991116BBX 59952 WJLB(FM) Detroit, MI BTCH-19991116BBW 59592 WWKN(FM) Marshall, MI BTCH-19991116AXR 37463 KQQL(FM) Anoka, MN BTCH-19991116ALN 54457 KFAN(AM) Minneapolis, MN BTC-19991116BBC 59961 KFXN(AM) Minneapolis, MN BTC-19991116ALO 10141 KTCZ-FM Minneapolis, MN BTCH-19991116ALP 10142 WLOL(FM) Minneapolis, MN BTCH-19991116ALQ 54458 KDWB-FM Richfield, MN BTCH199991116ALR 41967 KEEY-FM St. Paul, MN BTCH-19991116BCD 59967 WJDX(AM) Jackson, MS BTC-19991116AXY 59817 WDBT(FM) Jackson, MS BTCH-19991116AXZ 59825 WMSI-FM Jackson, MS BTCH-19991116AYA 59822 WZRX(AM) Jackson, MS BTC-19991116AYC 37169 WQJQ(FM) Kosciusko, MS BTCH-19991116AYD 6482 WSTZ-FM Vicksburg, MS BTCH-19991116AYB 37177 KJEM(FM) Seligman, MO BTCH-19991116ATU 35014 KTGL(FM) Beatrice, NE BTCH-19991116ARI 53141 KTNP(FM) Bennington, NE BTCH-19991116ARL 163 KKNB(FM) Crete, NE BTCH-19991116ARH 640 KIBZ(FM) Lincoln, NE BTCH-19991116ARK 57287 KOGA(AM) Ogallala, NE BTC-19991116ANT 50065 KOGA-FM Ogallala, NE BTCH-19991116ANV 50066 KMCX(FM) Ogallala, NE BTCH-19991116ANN 42075 KGOR(FM) Omaha, NE BTCH-19991116ARM 26928 KFAB(AM) Omaha, NE BTC-19991116ARN 26931 KXKT-FM1 Omaha, NE BTCFTB-19991116ARG 69686 KZKX(FM) Seward, NE BTCH-19991116ARJ 53143 WERZ(FM) Exeter, NH BTCH-19991116ATX 53385 WGIP(AM) Exeter, NH BTC-19991116AUA 53386 WGIR-FM Manchester, NH BTCH-19991116ATV 35240 WGIR(AM) Manchester, NH BTC-19991116ATW 35237 WHEB(FM) Portsmouth, NH BTCH-19991116AUC 35219 WMYF(AM) Portsmouth, NH BTC-19991116ATZ 35217 WAYU(AM) Rochester, NH BTC-19991116AUD 87163 WGIN(AM) Rochester, NH BTC-19991116AUB 53387 WQSO(FM) Rochester, NH BTCH-19991116AGU 1916 WHTZ-FM Newark, NJ BTCH-19991116BCE 59953 KCQL(AM) Aztec, NM BTC-19991116AUE 29520 KKFG(FM) Bloomfield, NM BTCH-19991116AUF 29521 KDAG(FM) Farmington, NM BTCH-19991116AUH 29519 KTRA(FM) Farmington, NM BTCH-19991116AUI 16827 K230AF Kirkland, NM BTCFT-19991116AUG 78074 WPYX(FM) Albany, NY BTCH-19991116AYG 73911 W296AT Catskills, NY BTCFT-19991116AYF 37231 WALK(AM) East Patchogue, NY BTC-19991116AIS 10136 WCPV(FM) Essex, NY BTCH19991116ANX 36269 WKTU(FM) Lake Success, NY BTCH-19991116BCF 6595 WTJM(FM) New York, NY BTCH-19991116ALU 6373 WAXQ(FM) New York, NY BTCH-19991116AJQ 23004 WLTW(FM) New York, NY BTCH-19991116AKM 56571 WALK-FM Patchogue, NY BTCH-19991116ALT 10137 WTRY-FM Rotterdam, NY BTCH-19991116AYE 8563 WTRY(AM) Troy, NY BTC-19991116AYJ 37233 WXPS(FM) Willsboro, NY BTCH-19991116ANY 36422 WKSF(FM) Asheville, NC BTCH-19991116AUJ 2947 WWNC(AM) Asheville, NC BTC-19991116AUK 2946 WRSN(FM) Burlington, NC BTCH-19991116AYT 53596 WDCG(FM) Durham, NC BTCH-19991116AYR 53597 WMYI(FM) Hendersonville, NC BTCH-19991116AYQ 59818 WLYT(FM) Hickory, NC BTCH-19991116AYL 68211 WHSL-FM High Point, NC BTCH-19991116AYI 74204 WMAG(FM) High Point, NC BTCH-19991116AYO 73258 WRFX(FM) Kannapolis, NC BTCH-19991116AYN 53970 WTRG(FM) Rocky Mountain, NC BTCH-19991116AYU 74125 WSIC(AM) Statesville, NC BTC-19991116AUL 503 WFMX(FM) Statesville, NC BTCH-19991116AUM 501 WKKT(FM) Statesville, NC BTCH-19991116AYM 68207 WRDU(FM) Wilson, NC BTCH-19991116AYS 73936 WBVB(FM) Coal Grove, OH BTCH-19991116AOC 507 WIRO(AM) Ironton, OH BTC-19991116AOA 61685 WFXN(FM) Ironton, OH BTCH-19991116AOB 61686 KLAW(FM) Lawton, OK BTCH-19991116AOF 35045 KZCD(FM) Lawton, OK BTCH-19991116AOG 12791 KZBB(FM) Poteau, OK BTCH-19991116AOD 72715 KKBD(FM) Sallisaw, OK BTCH-19991116AOE 26909 K232CB Pendleton, OR BTCFT-19991116ARP 12456 WAEB(AM) Allentown, PA BTC-19991116AOH 14371 WAEB-FM Allentown, PA BTCH-19991116AOJ 14372 WKAP(AM) Allentown, PA BTC-19991116AOK 18233 WZZO(FM) Bethlehem, PA BTCH-19991116AOI 14375 WLCE(FM) Philadelphia, PA BTCH-19991116BDB 53969 WJJZ(FM) Philadelphia, PA BTCH-19991116BDC 53973 WDAS(AM) Philadelphia, PA BTC-19991116BDD 71315 WDAS-FM Philadelphia, PA BTCH-19991116BDE 71316 WUSL(FM) Philadelphia, PA BTCH-19991116BDF 20349 WIOQ(FM) Philadelphia, PA BTCH-19991116AJS 20448 WWSW-FM Pittsburgh, PA BTCH-19991116BCL 59968 WWSW(AM) Pittsburgh, PA BTC-19991116BCK 59960 WDVE(FM) Pittsburgh, PA BTCH-19991116AYX 59588 WJJJ(FM) Pittsburgh, PA BTCH-19991116AYY 18511 WXDX(FM) Pittsburgh, PA BTCH-19991116AYZ 60153 WPHH(FM) Pittsburgh, PA BTCH-19991116AWE 65678 WHJJ(AM) Providence, RI BTC-19991116AWU 37234 WHJY(FM) Providence, RI BTCH-19991116AZA 72298 WYKZ(FM) Beaufort, SC BTCH-19991116AZF 67680 WLTY(FM) Cayce, SC BTCH-19991116AUS 4667 WNOK-FM Columbia, SC BTCH-19991116AUN 19472 WCOS(AM) Columbia, SC BTC-19991116AUO 4673 WCOS-FM Columbia, SC BTC-H19991116AUR 71290 WVOC(AM) Columbia, SC BTC-19991116AUQ 11902 WSSL-FM Gray Court, SC BTCH-19991116AZD 59819 WGVL(AM) Greenville, SC BTC-19991116AZB 59821 WLVH(FM) Hardeeville, SC BTCH-19991116AZE 31094 WSCQ(FM) West Columbia, SC BTCH-19991116AUP 13589 WTJS(AM) Jackson, TN BTC-19991116AUT 14742 WTNV(FM) Jackson, TN BTCH-19991116AUU 14743 WRVW(FM) Lebanon, TN BTCH-19991116AZG 59824 WYNU(FM) Milan, TN BTCH-19991116AUV 50125 WSIX-FM Nashville, TN BTCH-19991116AZH 59815 WLAC(AM) Nashville, TN BTC-19991116AZI 34391 WNRQ(FM) Nashville, TN BTCH-19991116AZJ 34392 KMML-FM Amarillo, TX BTCH-19991116AON 9306 KPRF(FM) Amarillo, TX BTCH-19991116AOP 9307 KIXZ(AM) Amarillo, TX BTC-19991116AOQ 9308 KBUY-FM Amarillo, TX BTCH-19991116AOO 31463 KVET-FM Austin, TX BTCH-19991116AZM 62048 KVET(AM) Austin, TX BTC-19991116AZK 35850 KASE-FM Austin, TX BTCH-19991116AZL 35849 KLVI(AM) Beaumont, TX BTC-19991116AOS 25580 KYKR(FM) Beaumont, TX BTCH-19991116AOT 25581 KLUB(FM) Bloomington, TX BTCH-19991116APX 68301 KUNO(AM) Corpus Christi, TX BTC-19991116AOV 33777 KMXR(FM) Corpus Christi, TX BTCH-19991116AOX 55163 KRYS(AM) Corpus Christi, TX BTH-19991116AOZ 55166 KRYS-FM Corpus Christi, TX BTCH-19991116APA 55162 KZPS(FM) Dallas, TX BTCH-19991116BCZ 6378 KHKS(FM) Denton, TX BTCH-19991116BCU 23084 KAFX-FM Diboll, TX BTCH-19991116APL 18105 KTXQ-FM Ft. Worth-Dallas, TX BTCH-19991116AZP 9620 KASZ(FM) Gatesville, TX BTCH-19991116AQE 36844 KPWW(FM) Hooks, TX BTCH-19991116APQ 65292 KKRW(FM) Houston, TX BTCH-19991116AZQ 9625 KTRH(AM) Houston, TX BTC-19991116BCV 35674 KLOL(FM) Houston, TX BTCH-19991116BCW 35073 KBME(AM) Houston, TX BTC-19991116BCX 23082 KLDE(FM) Houston, TX BTCH-19991116AJV 18516 KODA(FM) Houston, TX BTCH-19991116ALY 35337 KBGE(AM) Kilgore, TX BTC-19991116APT 48950 KKTX-FM Kilgore, TX BTCH-19991116APV 48952 KIIZ-FM Killeen, TX BTCH-19991116APB 60802 KKCL(FM) Lorenzo, TX BTCH-19991116APH 1721 KZII-FM Lubbock, TX BTCH-19991116APC 61150 KFMX-FM Lubbock, TX BTCH-19991116APD 60799 KKAM(AM) Lubbock, TX BTC-19991116APE 60798 KCRM(FM) Lubbock, TX BTCH-19991116APF 60800 KFYO(AM) Lubbock, TX BTC-19991116APG 61151 KYKS(FM) Lufkin, TX BTCH-19991116APK 25582 KFZX(FM) Monahans, TX BTCH-19991116APO 21419 KCHX(FM) Midland, TX BTCH-19991116APM 60801 KTBQ(FM) Nacogdoches, TX BTCH-19991116API 11740 KSFA(AM) Nacogdoches, TX BTC-19991116-APJ 11741 KMRK-FM Odessa, TX BTCH-19991116-APN 41856 KIOC(FM) Orange, TX BTCH-19991116-AOR 3306 KKMY(FM) Orange, TX BTCH-19991116-AOU 62239 KSAB(FM) Robstown,TX BTCH-19991116-AOW 33776 KFMK(FM) Round Rock, TX BTCH-19991116AZN 32222 KNCN(FM) Sinton, TX BTCH-19991116AOY 67186 KKYR-FM Texarkana, TX BTCH-19991116APP 7066 KNUE(FM) Tyler, TX BTC-19991116APR 25585 KTYL-FM Tyler, TX BTCH-19991116APS 35711 K243AE Tyler, TX BTCFT-19991116APW 48956 KIXS(FM) Victoria, TX BTCH-19991116APY 25584 KCKR(FM) Waco, TX BTCH-19991116AQB 33724 KWTX(AM) Waco, TX BTC-19991116AQC 33057 KWTX-FM Waco, TX BTCH-19991116AQD 35902 WACO-FM Waco, TX BTCH-19991116AQA 59264 KISX(FM) Whitehouse, TX BTCH-19991116APU 72661 WEZF(FM) Burlington, VT BTCH-19991116AQF 35232 WYYD(FM) Amherst, VA BTCH-19991116AQO 74282 WLDJ(FM) Appomattox, VA BTCH-19991116AQG 36094 WFQX(FM) Front Royal, VA BTCH-19991116AQQ 4675 WJJX(FM) Lynchburg, VA BTCH-19991116AQH 70331 WVGM(AM) Lynchburg, VA BTC-19991116AQI 70330 WROV-FM Martinsville, VA BTCH-19991116AQM 37747 WRCL(FM) Richmond, VA BTCH-19991116AZT 74168 WRDJ(FM) Roanoke, VA BTCH-19991116AQN 64082 WGMN(AM) Roanoke, VA BTC-19991116AQL 37746 WJLM(FM) Salem, VA BTCH-19991116AQJ 73956 WJJS-FM Vinton, VA BTCH-19991116AQK 41635 WNTW(AM) Winchester, VA BTC-19991116AQR 4668 WUSQ-FM Winchester, VA BTCH-19991116AQP 74160 KNFR(FM) Opportunity, WA BTCH-19991116AQR 60422 KUDY(AM) Spokane, WA BTC-19991116ARU 53149 KAQQ(AM) Spokane, WA BTC-19991116ARV 60421 KISC(FM) Spokane, WA BTCH-19991116ARW 60419 KKZX(FM) Spokane, WA BTCH-19991116ARY 53146 WZNW(FM) Bethlehem, WV BTCH-19991116ARB 4996 WTCR-FM Huntington, WV BTCH-19991116AQU 7983 WKEE(AM) Huntington, WV BTC-19991116AQX 505 WKEE-FM Huntington, WV BTCH-19991116AQV 500 WTCR(AM) Kenova, WV BTC-19991116AQS 14377 WAMX(FM) Milton, WV BTCH-19991116AQW 60450 WZZW(AM) Milton, WV BTC-19991116AQT 506 WOVK(FM) Wheeling, WV BTCH-19991116AQY 44048 WBBD(AM) Wheeling, WV BTC-19991116AQZ 73192 WEGW(FM) Wheeling, WV BTCH-19991116ARA 72173 WKWK-FM Wheeling, WV BTCH-19991116ARC 73193 WWVA(AM) Wheeling, WV BTC-19991116ARD 44046 WIBA-FM Madison, WI BTCH-19991116AUW 17385 WIBA(AM) Madison, WI BTC-19991116AUY 17384 WTSO(AM) Madison, WI BTC-19991116AUX 41973 WZEE(FM) Madison, WI BTCH-19991116AUZ 41980 WISN(AM) Milwaukee, WI BTC-19991116AZW 65695 WLTQ(FM) Milwaukee, WI BTCH-19991116AZX 26609 WMLI(FM) Sauk City, WI BTCH-19991116AVB 50055 WMAD-FM Sun Prairie, WI BTCH-19991116AVA 17383 Appendix B Divestiture Applications ASSIGNOR ASSIGNEE STATION COMMUNITY OF LICENSE FILE NO. FAC. ID# Clear Channel Mega Comm. WNUE (FM) Titusville, FL BALH- 20000303AAW 46969 Capstar TX Limited CXR Holdings, Inc. WKHK (FM) Colonial Heights, VA BALH- 20000306ABF 319 Capstar TX Limited CXR Holdings, Inc. WKLR (FM) Fort Lee, VA BALH- 20000306ABG 71330 Capstar TX Limited CXR Holdings, Inc. WMXB (FM) Richmond, VA BALH- 20000306ABH 37230 Citicasters Co. Chase Radio Properties, LLC KCNL (FM) Fremont, CA BALH- 20000306ABY 54478 Citicasters Co. Chase Radio Properties, LLC KSDO (AM) San Diego, CA BAL- 20000306ABX 51166 Citicasters Co. Chase Radio Properties, LLC KFJO (FM) Walnut Creek, CA BALH- 20000306ACD 36032 Citicasters Co. Chase Radio Properties, LLC KFJO-FM1 W. Pittsburg, CA BALFTB- 20000306ACE 36034 Citicasters Co. Chase Radio Properties, LLC KFJO-FM3 Martinez, CA BALFTB- 20000306ACF 36033 AMFM Radio Licenses, LLC Blue Chip Broadcasting WUBE (AM) Cincinnati, OH BAL- 20000306ABO 10139 Citicasters, Co. Marlin B’casting, Inc. KKTL-FM Cleveland, TX BALH- 20000306ABP 65308 Citicasters, Co. CXR Holding, Inc. KLDE (FM) Lake Jackson, TX BALH- 20000306ABQ 59951 Clear Channel Cox Radio, Inc. WTVR (AM) Richmond, VA BAL- 20000306ABE 57831 AMFM Texas Licenses CXR Holding, Inc. KKBQ-FM Pasadena, TX BALH- 20000306ABL 23083 Capstar TX Limited Chase Radio Properties, LLC WMJY (FM) Biloxi, MS BALH- 20000306ABT 61368 Capstar TX Limited Chase Radio Properties, LLC WKNN- FM Pascagoula, MS BALH- 20000306ABU 61367 Capstar TX Limited Chase Radio Properties, LLC KBRQ (FM) Hillsboro, TX BALH- 20000306ABV 60805 Capstar TX Limited Cumulus Licensing Corp. WHKR (FM) Rockledge, FL BALH- 20000308ABV 57628 Capstar TX Limited Cumulus Licensing Corp. KHAK (FM) Cedar Rapids, IA BALH- 20000308ABW 54163 Capstar TX Limited Regent Licensee of Victorville WNWZ (AM) Grand Rapids, MI BAL- 20000602AHH 55648 Capstar TX Limited Cumulus Licensing Corp. KDAT (FM) Cedar Rapids, IA BALH- 20000308ABX 54165 Capstar TX Limited Cumulus Licensing Corp. KRNA (FM) Iowa City, IA BALH- 20000308ABY 35555 Capstar TX Limited Cumulus Licensing Corp. KMJJ-FM Shreveport, LA BALH- 20000308ACD 63929 Capstar TX Limited Cumulus Licensing Corp. KRMD (AM) Shreveport, LA BALH- 20000308ACE 1305 Capstar TX Limited Cumulus Licensing Corp. KRMD- FM Shreveport, LA BALH- 20000308ACF 1304 AMFM Radio Lic., LLC Emmis Lic. Corp. of Phoenix KKFR (FM) Glendale, AZ BALH- 20000608AGI 65479 AMFM Radio Lic., LLC Emmis Lic. Corp. of Denver KXPK- FM1 Boulder, CO BALFTB- 20000608AGH 20302 AMFM Radio Lic., LLC Emmis Lic. Corp. of Denver KXPK (FM) Evergreen, CO BALH- 20000608AGG 20300 Clear Channel CBS Radio, Inc. WSML (AM) Graham, NC BAL- 20000307ABO 740 Clear Channel CBS Radio, Inc. WSJS (AM) Winston-Salem, NC BAL- 20000307ABN 58391 Cleveland Radio Lic. CBS Radio, Inc. WZJM (FM) Cleveland Heights, OH BALH- 20000307AAQ 74473 Citicasters Co. Salem Comm. Acquisition Corp. KEZY (AM) Anaheim, CA BAL- 20000307ACL 2194 Citicasters Co. Salem Comm. Acquisition Corp. KXMX (FM) Anaheim, CA BALH- 20000307ACM 2195 Citicasters Co. Salem Comm. Acquisition Corp. KXMX- FM1 Laguna Hills, CA BALFTB- 20000307ACN 77794 AMFM Licenses Texas Inspiration Media of Texas, Inc. KDGE (FM) Gainesville, TX BALH- 20000307ACO 6386 AMFM Radio Licenses, LLC Caron Broadcasting, Inc. WBOB (AM) Florence, KY BAL- 20000307AAT 35065 AMFM Radio Licenses, LLC Caron Broadcasting, Inc. WRMR (AM) Cleveland, OH BAL- 20000307AAS 28509 AMFM Radio Licenses, LLC Caron Broadcasting, Inc. WYGY (FM) Hamilton, OH BALH- 20000307AAU 10143 Capstar TX Limted Caron Broadcasting, Inc. WKNR (AM) Cleveland, OH BAL- 20000307AAR 14772 Capstar TX Limited CBS Radio, Inc. KPLN (FM) San Diego, CA BALH- 20000307ABL 59816 Capstar TX Limited CBS Radio, Inc. KYXY (FM) San Diego, CA BALH- 20000307ABM 51671 Capstar TX Limited CBS Radio, Inc. WMFR (AM) High Point, NC BAL- 20000307ABK 73257 AMFM Radio Lic., LLC Salem Comm. Acquisition Corp. KALC (FM) Denver, CO BALH- 20000307ABH 59601 AMFM Radio Lic., LLC CBS Radio, Inc. KMLE (FM) Chandler, AZ BALH- 20000307ABG 59965 AMFM Radio Lic., LLC CBS Radio, Inc. KZON (FM) Phoenix, AZ BALH- 20000307ABF 63913 AMFM Radio Lic., LLC CBS Radio, Inc. KOOL-FM Phoenix, AZ BALH- 20000307ABE 13506 AMFM Radio Lic., LLC CBS Radio, Inc. KIMN- FM1 Boulder, CO BALFTB- 20000307ACK 59955 AMFM Radio Lic., LLC CBS Radio, Inc. KXKL- FM1 Boulder, CO BALFTB- 20000307ACL 59600 AMFM Radio Lic., LLC CBS Radio, Inc. KIMN (FM) Denver, CO BALH- 20000307AAZ 59597 AMFM Radio Lic., LLC CBS Radio, Inc. KXKL-FM Denver, CO BALH- 20000307ABA 59959 AMFM Radio Lic., LLC CBS Radio, Inc. KDJM (FM) Greeley, CO BALH- 20000307AAY 59972 AMFM Radio Lic., LLC CBS Radio, Inc. WJHM (FM) Daytona Beach, FL BALH- 20000307ABB 73137 AMFM Radio Lic., LLC CBS Radio, Inc. WOCL (FM) De Land, FL BALH- 20000307ABC 10138 AMFM Radio Lic., LLC CBS Radio, Inc. WOMX- FM Orlando, FL BALH- 20000307ABD 47746 AMFM Radio Lic., LLC CBS Radio, Inc. WUBE-FM Cincinnati, OH BALH- 20000307AAV 10140 AMFM Radio Lic., LLC CBS Radio, Inc. WDOK (FM) Cleveland, OH BALH- 20000307AAW 28525 AMFM Radio Lic., LLC CBS Radio, Inc. WQAL- FM Cleveland, OH BALH- 20000307AAX 72889 Capstar TX Limited Saga Comm. of New England WHMP (AM) Northampton, MA BAL- 20000308ACI 46962 Capstar TX Limited Saga Comm. of New England WHMP- FM Northampton, MA BALH- 20000308ACJ 46963 Clear Channel OBC B’casting, Inc. WTPT (FM) Forest City, NC BALH- 20000308ACH 4677 Capstar TX Limited OBC B’casting, Inc WROQ (FM) Anderson, SC BALH- 2000308ACM 318 Capstar TX Limited Two Rivers Broadcasting KHKI (FM) Des Moines, IA BALH- 20000308ACK 12966 Capstar TX Limited Two Rivers Broadcasting KGGO (FM) Des Moines, IA BALH- 20000308ACL 12965 Clear Channel El Dorado Comm. KSEV (AM) Tomball, TX BAL- 20000309AAL 9645 Clear Channel El Dorado Comm. KTJM (FM) Port Arthur, TX BAL- 20000309AAM 20487 Clear Channel El Dorado Comm. KJOJ (AM) Conroe, TX BAL- 20000309AAN 20625 Clear Channel El Dorado Comm. KJOJ-FM Freeport, TX BALH- 20000309AAO 69565 Capstar TX Limited El Dorado Comm. KQUE (AM) Houston, TX BAL- 20000309AAK 65309 Clear Channel Nassau B’casting II, LLC WEEX (AM) Easton, PA BAL- 20000310ADB 8596 Clear Channel Nassau B’casting , LLC WODE- FM Easton, PA BALH- 20000310ADC 8595 Clear Channel Urban Radio of South Carolina WARQ (FM) Columbia, SC BALH- 20000310ABJ 58400 Clear Channel Urban Radio of South Carolina WMFX (FM) St. Andrews, SC BALH- 20000310ABK 19471 Clear Channel Urban Radio of South Carolina WOIC (AM) Columbia, SC BAL- 20000310ABL 73370 Clear Channel Urban Radio of South Carolina WWDM (FM) Sumter, SC BALH- 20000310ABM 58398 Clear Channel Urban Radio of Mississippi WOAD (AM) Jackson, MS BAL- 20000310ABF 50404 Clear Channel Urban Radio of Mississippi WKXI (AM) Jackson, MS BAL- 20000310ABG 50409 Clear Channel Urban Radio of Mississippi WKXI-FM Magee, MS BALH- 20000310ABH 50407 Clear Channel Urban Radio of Mississippi WJMI (FM) Jackson, MS BALH- 20000310ABI 50408 Citicasters Co. Urban Radio of Mississippi WYJS (FM) Pickens, MS BALH- 20000310ABN 29512 Cleveland Radio Lic. Radio One Licenses, Inc. WJMO (AM) Cleveland Heights, OH BAL- 20000315ACJ 74472 Capstar TX Limited Radio One Licenses, Inc. KBFB (FM) Dallas, TX BALH- 20000315ACU 9627 AMFM Radio Lic., LLC Radio One Licenses, Inc. KKBT (FM) Los Angeles, CA BALH- 20000315ACL 70038 AMFM Radio Lic., LLC Radio One Licenses, Inc. WVCG (AM) Coral Gables, FL BAL- 20000315ACM 74165 AMFM Radio Lic., LLC Radio One Licenses, Inc. WZAK (FM) Cleveland, OH BALH- 20000315ACK 74465 Clear Channel Radio One Licenses, Inc. WFXC (FM) Durham, NC BALH- 20000315ACN 36952 Clear Channel Radio One Licenses, Inc. WNNL (FM) Fuquay-Varina, NC BALH- 20000315ACP 9728 Clear Channel Radio One Licenses, Inc. WFXX (FM) Tarboro, NC BALH- 20000315ACO 24931 Clear Channel Radio One Licenses, Inc. WJMZ-FM Anderson, SC BALH- 20000315ACR 1303 Clear Channel Radio One Licenses, Inc. KBXX (FM) Houston, TX BALH- 20000315ACS 11969 Clear Channel Radio One Licenses, Inc. KMJQ (FM) Houston, TX BALH- 20000315ACT 11971 Clear Channel Radio One Licenses, Inc. WQOK (FM) South Boston, VA BALH- 20000315ACQ 69559 Capstar TX Limited Regent Lic. of Mansfield, Inc. WGNA (AM) Albany, NY BAL- 20000316AAH 72117 Capstar TX Limited Regent Lic. of Mansfield, Inc. WGNA- FM Albany, NY BALH- 20000316AAI 72118 Capstar TX Limited Regent Lic. of Mansfield, Inc. WABT (FM) Mechanicville, NY BALH- 20000316AAG 22004 Clear Channel Regent Lic. of Mansfield, Inc. WQBJ (FM) Cobleskill, NY BALH- 20000316AAL 40769 Clear Channel Regent Lic. of Mansfield, Inc. WTMM (AM) Rensselaer, NY BALH- 20000316AAJ 40768 Clear Channel Regent Lic. of Mansfield, Inc. WQBK- FM Rensselaer, NY BALH- 20000316AAK 40767 Capstar TX Limited Regent Lic. of Victorville, Inc. WLHT-FM Grand Rapids, MI BALH- 20000316ABG 37457 Capstar TX Limited Regent Lic. of Victorville, Inc. WGRD- FM Grand Rapids, MI BALH- 20000316ABH 55650 Capstar TX Limited Regent Lic. of Victorville, Inc. WTRV (FM) Walker, MI BALH- 20000316ABI 72529 Clear Channel Pecan Radio Partners, Inc. KFON (AM) Austin, TX BAL- 20000317AAW 41211 Citicasters Co. Entravision Holdings, LLC KBCD (FM) Newport Beach, CA BALH- 20000323ABR 33094 Citicasters Co. Entravision Holdings, LLC KACD-FM Santa Monica, CA BALH- 20000323ABQ 33902 Clear Channel FNX B’casting of RI, LLC WWRX- FM Westerly, RI BALH- 20000324AAV 71720 Clear Channel Genesis Comm. I, Inc. WIRA (AM) Fort Pierce, FL BAL- 20000329AAJ 2681 Citicasters RCI (Alameda) Acq., Inc. KXJO(FM) Alameda, CA BALH- 20000329AAP 36029 Citicasters RCI (Alameda) Acq., Inc. KXJO- FM1 Orinda, CA BALFTB- 20000329AAQ 35013 Clear Channel Secret 3, LLC KEYI-FM San Marcos, TX BALH- 20000606ABY 41213 AMFM Radio Lic, LLC Radio One Licenses, Inc. K261AB New Hall, CA, etc. BALFT- 20000623AFH 70039 Appendix C Facilities to be Acquired from Third Parties ASSIGNOR ASSIGNEE STATION COMMUNITY OF LICENSE FILE NO. FAC. ID# OBC Broadcasting Clear Channel WTOU (AM) Akron, ON BAL- 20000308ACR 49951 OBC Broadcasting Clear Channel WKDD-FM Akron, OH BALH- 20000308ACS 49952 Cumulus Lic. Corp. Capstar TX L.P. WUUS (AM) Rossville, GA BAL- 20000308ADC 72374 Cumulus Lic. Corp. Capstar TX L.P. WRXR-FM Rossville, GA BALH- 20000308ADA 72375 Cumulus Lic. Corp. Capstar TX L.P. WUSY (FM) Cleveland, TN BALH- 20000308ADB 12315 Cumulus Lic. Corp. Capstar TX L.P. WKXJ (FM) Signal Mountain, TN BALH- 20000308ACX 72371 Cumulus Lic. Corp. Capstar TX L.P. W257AZ Lookout Mountain, TN BALFT- 20000316ABC 56726 Cumulus Lic. Corp. Capstar TX L.P. W278AC Walen, TN BALFT- 20000316ABD 56727 Cumulus Lic. Corp. Capstar TX L.P. WLOV-FM South Pittsburgh, TN BALH- 20000308ACZ 40469 Cumulus Lic. Corp. Capstar TX L.P. WLOV- FM1 Chattanooga, TN BALFTB- 20000308ACY 40470 Regent Lic. of Victorville Clear Channel KZXY-FM Apple Valley, CA BALH- 20000316ABN 57920 Regent Lic. of Victorville Clear Channel KIXW (AM) Apple Valley, CA BAL- 20000316ABO 4 Regent Lic. of Victorville Clear Channel KATJ (FM George, CA BALH- 20000316ABQ 29224 Regent Lic. of Victorville Clear Channel KIXA(FM) Lucerne Valley, CA BALH- 20000316ABP 55181 Regent Licensee of Victorville Clear Channel KROY (AM) Victorville, CA BAL- 20000316ABR 29226 Regent Licensee of Mansfield Clear Channel WMAN (AM) Mansfield, OH BAL- 20000316ABS 67609 Regent Licensee of Mansfield Clear Channel WYHT (FM) Mansfield, OH BALH- 20000316ABT 67611 Regent Licensee of Mansfield Clear Channel WSWR (FM) Shelby, OH BALH- 20000316ABU 66247 Cumulus Lic. Corp. Capstar TX L.P. WOSC (FM) Bethany Beach, DE BALH- 20000301ABD 4674 Cumulus Lic. Corp. Capstar TX L.P. WLBW (FM) Fenwick Island, DE BALH- 20000501ABB 28170 Cumulus Lic. Corp. Capstar TX L.P. WWFG (FM) Ocean City, MD BALH- 20000501ABH 74179 Cumulus Lic. Corp. Capstar TX L.P. WJDY (AM) Salisbury, MD BAL- 20000501ABA 13672 Cumulus Lic. Corp. Capstar TX L.P. WTGM (AM) Salisbury, MD BAL- 20000501ABG 28165 Cumulus Lic. Corp. Capstar TX L..P. WLVW-FM Salisbury, MD BALH- 20000501ABC 28167 Cumulus Licensing Corp. Capstar TX L.P. WQHQ (FM) Salisbury, MD BALH- 20000501ABE 28166 Cumulus Licensing Corp. Capstar TX L.P. WSBY-FM Salisbury, MD BALH- 20000501ABF 13673 Cumulus Licensing Corp. Capstar TX L.P. WTKA (AM) Ann Arbor, MI BAL- 20000501AAP 47116 Cumulus Licensing Corp. Capstar TX L.P. WIQB-FM Ann Arbor, MI BALH- 20000501AAN 41080 Cumulus Licensing Corp. Capstar TX L.P. WQKL (FM) Ann Arbor, MI BALH- 20000501AAO 47117 Cumulus Licensing Corp. Capstar TX L.P. WYBN (AM) Saline, MI BAL- 20000501AAQ 41081 Cumulus Licensing Corp. Capstar TX L.P. KTEX (FM) Brownsville, TX BALH- 20000501AAS 64631 Cumulus Licensing Corp. Capstar TX L.P. KBFM (FM) Edinburg, TX BALH- 20000501AAR 40777 Cumulus Licensing Corp. Capstar TX Limited Partnership WQRB (FM) Bloomer, WI BALH- 20000501AAY 5870 Cumulus Licensing Corp. Capstar TX L.P. WATQ (FM) Chetek, WI BALH- 20000501AAT 36357 Cumulus Licensing Corp. Capstar TX L.P. WBIZ (AM) Eau Claire, WI BAL- 20000501AAU 2108 Cumulus Licensing Corp. Capstar TX L.P. WBIZ-FM Eau Claire, WI BALH- 20000501AAV 2107 Cumulus Licensing Corp. Capstar TX L.P. WMEQ (AM) Menomonie, WI BAL- 20000501AAW 52474 Cumulus Licensing Corp. Capstar TX L.P. WMEQ-FM Menomonie, WI BAPH- 20000501AAX 52473 Cumulus Licensing Corp. Capstar TX L.P. WAWR (AM) Ocean City, MD BAP- 20000501AAZ 87173 Appendix D Facilities to be Assigned to The CCU/AMFM Trust I, Charles E. Giddens, Trustee ASSIGNOR STATION COMMUNITY OF LICENSE FILE NO. FAC ID# Citicasters Co. KEZY(AM) Anaheim, CA BAL-20000328ACT 2194 Citicasters Co. KSDO (AM) San Diego, CA BAL-20000328ACY 51166 Citicasters Co. KACD (FM) Santa Monica, CA BALH-20000328ACQ 33902 Citicasters Co. KBCD (FM) Newport Beach, CA BALH-20000328ACR 33904 Citicasters Co. KCNL (FM) Fremont, CA BALH-20000328ACS 54478 Citicasters Co. KFJO (FM) Walnut Creek, CA BALH-20000328ACU 36032 Citicasters Co. KKTL-FM Cleveland, TX BALH-20000328ACX 65308 Citicasters Co. KLDE (FM) Lake Jackson, TX BALH-20000328ADA 59951 Citicasters Co. KXJO (FM) Alameda, CA BALH-20000328ADE 36029 Citicasters Co. KXMX (FM) Anaheim, CA BALH-20000328ADG 2195 Citicasters Co. WYJS (FM) Pickens, MS BALH-20000328ADJ 29512 AMFM Radio Licenses, LLC KVOD (AM) Denver, CO BAL-20000328ADT 59956 AMFM Radio Licenses, LLC WBOB (AM) Florence, KY BAL-20000328ADZ 35065 AMFM Radio Licenses, LLC WRMR (AM) Cleveland, OH BAL-20000328AEF 28509 AMFM Radio Licenses, LLC WUBE (AM) Cincinnati, OH BAL-20000328AEG 10139 AMFM Radio Licenses, LLC WVCG (AM) Coral Gables, FL BAL-20000328AEI 74165 AMFM Radio Licenses, LLC KALC (FM) Denver, CO BALH-20000328ADK 59601 AMFM Radio Licenses, LLC KKBT (FM) Los Angeles, CA BALH-20000328ADL 70038 AMFM Radio Licenses, LLC KDJM (FM) Greeley, CO BALH-20000328ADM 59972 AMFM Radio Licenses, LLC KIMN (FM) Denver, CO BALH-20000328ADO 59597 AMFM Radio Licenses, LLC KKFR (FM) Glendale, AZ BALH-20000328ADQ 65479 AMFM Radio Licenses, LLC KMLE (FM) Chandler, AZ BALH-20000328ADR 59965 AMFM Radio Licenses, LLC KOOL-FM Phoenix, AZ BALH-20000328ADS 13506 AMFM Radio Licenses, LLC KXKL-FM Denver, CO BALH-20000328ADU 59959 AMFM Radio Licenses, LLC KXPK (FM) Evergreen, CO BALH-20000328ADW 20300 AMFM Radio Licenses, LLC KZON (FM) Phoenix, AZ BALH-20000328ADY 63913 AMFM Radio Licenses, LLC WDOK (FM) Cleveland, OH BALH-20000328AEA 28525 AMFM Radio Licenses, LLC WJHM (FM) Daytona Beach, FL BALH-20000328AEB 73137 AMFM Radio Licenses, LLC WOCL (FM) Deland, FL BALH-20000328AEC 10138 AMFM Radio Licenses, LLC WOMX-FM Orlando, FL BALH-20000328AED 47746 AMFM Radio Licenses, LLC WQAL (FM) Cleveland, OH BALH-20000328AEE 72889 AMFM Radio Licenses, LLC WUBE-FM Cincinnati, OH BALH-20000328AEH 10140 AMFM Radio Licenses, LLC WYGY (FM) Hamilton, OH BALH-20000328AEJ 10143 AMFM Radio Licenses, LLC WZAK (FM) Cleveland, OH BALH-20000328AEK 74465 Clear Channel KFON (AM) Austin, TX BAL-20000328AEN 41211 Clear Channel KJOJ (AM) Conroe, TX BAL-20000328AEO 20625 Clear Channel KSEV (AM) Tomball, TX BAL-20000328AER 9645 Clear Channel WEEX (AM) Easton, PA BAL-20000328AET 8596 Clear Channel WIRA (AM) Fort Pierce, FL BAL-20000328AEX 2681 Clear Channel WKXI (AM) Jackson, MS BAL-20000328AFA 50409 Clear Channel WOAD (AM) Jackson, MS BAL-20000328AFE 50404 Clear Channel WOIC (AM) Columbia, SC BAL-20000328AFG 73370 Clear Channel WSJS (AM) Winston-Salem, NC BAL-20000328AFL 58391 Clear Channel WSML (AM) Graham, NC BAL-20000328AFM 740 Clear Channel WTMM (AM) Rensselaer, NY BAL-20000328AFN 40768 Clear Channel WTVR (AM) Richmond, VA BAL-20000328AFP 57831 Clear Channel KBXX (FM) Houston, TX BALH-20000328AEL 11969 Clear Channel KEYI-FM San Marcos, TX BALH-20000328AEM 41213 Clear Channel KJOJ-FM Freeport, TX BALH-20000328AEP 69565 Clear Channel KMJQ (FM) Houston, TX BALH-20000328AEQ 11971 Clear Channel WARQ (FM) Columbia, SC BALH-20000328AES 58400 Clear Channel WFXC (FM) Durham, NC BALH-20000328AEU 36952 Clear Channel WFXK (FM) Tarboro, NC BALH-20000328AEV 24931 Clear Channel WNUE-FM Titusville, FL BALH-20000328AEW 46969 Clear Channel WJMI (FM) Jackson, MS BALH-20000328AEY 50408 Clear Channel WJMZ-FM Anderson, SC BALH-20000328AEZ 1303 Clear Channel WKXI-FM Magee, MS BALH-20000328AFB 50407 Clear Channel WMFX (FM) St. Andrews, SC BALH-20000328AFC 19471 Clear Channel WNNL (FM) Fuquay-Varina, NC BALH-20000328AFD 9728 Clear Channel WODE-FM Easton, PA BALH-20000328AFF 8595 Clear Channel WQBJ (FM) Cobleskill, NY BALH-20000328AFH 40769 Clear Channel WQBK-FM Rensselaer, NY BALH-20000328AFI 40767 Clear Channel WQOK (FM) South Boston, VA BALH-20000328AFJ 69559 Clear Channel WTPT (FM) Forest City, NC BALH-20000328AFO 4677 Clear Channel WWDM (FM) Sumter, SC BALH-20000328AFQ 58398 Clear Channel WWRX-FM Westerly, RI BALH-20000328AFR 71720 Clear Channel KTJM (FM) Port Arthur, TX BALH-20000328AFS 20489 Capstar TX L.P. KQUE (AM) Houston, TX BAL-20000328AGB 65309 Capstar TX L.P. KRMD (AM) Shreveport, LA BAL-20000328AGC 1305 Capstar TX L.P. WGNA (AM) Albany, NY BAL-20000328AGI 72117 Capstar TX L.P. WHMP (AM) Northampton, MA BAL-20000328AGM 46962 Capstar TX L.P. WKNR (AM) Cleveland, OH BAL-20000328AGR 14772 Capstar TX L.P. WMFR (AM) High Point, NC BAL-20000328AGU 73257 Capstar TX L.P. WTCY (AM) Harrisburg, PA BAL-20000328AHA 32944 Capstar TX L.P. KBFB (FM) Dallas, TX BALH-20000328AFT 9627 Capstar TX L.P. KBRQ (FM) Hillsboro, TX BALH-20000328AFU 60805 Capstar TX L.P. KDAT (FM) Cedar Rapids, IA BALH-20000328AFV 54165 Capstar TX L.P. KGGO (FM) Des Moines, IA BALH-20000328AFW 12965 Capstar TX L.P. KHAK (FM) Cedar Rapids, IA BALH-20000328AFX 54163 Capstar TX L.P. KHKI (FM) Des Moines, IA BALH-20000328AFY 12966 Capstar TX L.P. KMJJ-FM Shreveport, LA BALH-20000328AFZ 63929 Capstar TX L.P. KPLN (FM) San Diego, CA BALH-20000328AGA 59816 Capstar TX L.P. KRMD-FM Shreveport, LA BAL-20000328AGD 1304 Capstar TX L.P. KRNA (FM) Iowa City, IA BALH-2000328AGE 35555 Capstar TX L.P. KYXY (FM) San Diego, CA BALH-20000328AGG 51671 Capstar TX L.P. WABT (FM) Mechanicville, NY BALH-20000328AGH 22004 Capstar TX L.P. WGNA-FM Albany, NY BAL-20000328AGJ 72118 Capstar TX L.P. WGRD-FM Grand Rapids, MI BALH-20000328AGK 55650 Capstar TX L.P. WHKR (FM) Rockledge, FL BALH-20000328AGL 57628 Capstar TX L.P. WHMP-FM Northampton, MA BAL-20000328AGN 46963 Capstar TX L.P. WKHK (FM) Colonial Heights, VA BALH-20000328AGO 319 Capstar TX L.P. WKLR (FM) Fort Lee, VA BALH-20000328AGP 71330 Capstar TX L.P. WKNN-FM Pascagoula, MS BALH-20000328AGQ 61367 Capstar TX L.P. WLHT-FM Grand Rapids, MI BALH-20000328AGS 37457 Capstar TX L.P. WMEZ (FM) Pensacola, FL BALH-20000328AGT 73256 Capstar TX L.P. WMJY (FM) Biloxi, MS BALH-20000328AGV 61368 Capstar TX L.P. WMXB (FM) Richmond, VA BALH-20000328AGW 37230 Capstar TX L.P. WNCE-FM Palmyra, PA BALH-20000328AGX 12050 Capstar TX L.P. WNNK-FM Harrisburg, PA BALH-20000328AGY 32945 Capstar TX L.P. WROQ (FM) Anderson, SC BALH-20000328AGZ 318 Capstar TX L.P. WTPA (FM) Mechanicsburg, PA BALH-20000328AHB 54021 Capstar TX L.P. WTRV (FM) Walker, MI BALH-20000328AHC 72529 Capstar TX L.P. WXBM-FM Milton, FL BALH-20000328AHE 32946 Cleveland Radio Lic, LLC WJMO (AM) Cleveland Heights, OH BAL-20000328AHF 74472 Cleveland Radio Lic, LLC WZJM (FM) Cleveland Heights, OH BALH-20000328AHG 74473 AMFM Texas Licenses L.P. KDGE (FM) Gainesville, TX BALH-20000328AHI 6386 AMFM Texas Licenses L.P. KKBQ-FM Pasadena, TX BALH-20000328AHJ 23083 Capstar TX L.P. WNWZ (AM) Grand Rapids, MI BAL-20000606ABT 55648 Jacor Licensee of Kansas City WONE (AM) Dayton, OH BAL-20000427AAW 1903 Capstar TX L.P. WPOP (AM) Hartford, CT BAL-20000427AAX 37232 Capstar TX L.P. WBCK (AM) Battle Creek, MI BAL-20000427AAY 37459 Capstar TX L.P. WRCC (AM) Battle Creek, MI BAL-20000427AAZ 37462 Capstar TX L.P. WBXX (FM) Battle Creek, MI BALH-20000427ABA 37461 Clear Channel WAVZ (AM) New Haven, CT BAL-20000427AAT 11920 Clear Channel WOOD (AM) Grand Rapids, MI BAL-20000427AAU 73604 Clear Channel WTKG (AM) Grand Rapids, MI BAL-20000427AAV 51729 AMFM Radio Licenses, LLC WEDR (FM) Miami, FL BALH-20000407AAY 71418 AMFM Radio Licenses, LLC WFOX (FM) Gainesville, FL BALH-20000407AAZ 59970 Citicasters Co. WIZE (AM) Springfield, OH BALH-20000427ABB 62208 Citicasters Co. WBTT (FM) Englewood, OH BALH-20000427ABC 55501 Citicasters Co. WMJK (FM) Clyde, OH BALH-20000427ABD 58344 Capstar TX L.P. WPLR (FM) New Haven, CT BALH-20000407ABA 46968 Capstar TX L.P. WNLK (AM) Norwalk, CT BAL-200000407ABB 14378 Capstar TX L.P. WEFX (FM ) Norwalk, CT BALH-20000407ABC 14379 Capstar TX L.P. WSTC (AM) Stamford, CT BAL-20000407ABD 10660 Capstar TX L.P. WKHL (FM ) Stamford, CT BALH-20000407ABE 10659 Capstar TX L.P. WFYV-FM Atlantic Beach, FL BALH-20000407ABF 72081 Capstar TX L.P. WBWL (AM) Jacksonville, FL BAL-20000407ABG 53588 Capstar TX L.P. WOKV (AM) Jacksonville, FL BAL-20000407ABH 53601 Capstar TX L.P. WAPE-FM Jacksonville, FL BALH-20000407ABI 70863 Capstar TX L.P. WKQL (FM) Jacksonville, FL BALH-20000407ABJ 53590 Capstarr TX L.P. WMXQ(FM) Jacksonville, FL BALH-20000407ABK 53602 Citicasters Co. KFJO-1 W. Pittsburg, CA BALFTB-20000328ACV 36034 Citicasters Co. KFJO-3 Martinez, CA BALFTB-20000328ACW 36033 Citicasters Co. KXJO-FM1 Orinda, CA BALFTB-20000328ADF 35013 Citicasters Co. KXMX-FM1 Laguna Hills, CA BALFTB-20000328ADH 77794 AMFM Radio Lic. LLC KIMN-FM1 Boulder, CO BALFTB-20000328ADP 59600 AMFM Radio Lic. LLC KXKL-FM1 Boulder, CO BALFTB-20000328ADV 59955 AMFM Radio Lic. LLC KXPK-FM1 Boulder, CO BALFTB-20000328ADX 20302 A list of the licenses to be transferred from AMFM to Clear Channel is attached as Appendix A. Stations to be divested from AMFM and Clear Channel to third party buyers that have applications on file with the Commission are listed Appendix B. Appendix C includes stations Clear Channel proposes to acquire from third party assignees. Finally, Appendix D includes a list of all of the divestiture stations to be assigned to the insulated trust, in the event that the proposed divestitures to third parties are not consummated, or that the Department of Justice has not approved third party buyers. In addition to the formal petitions filed in this proceeding, we also received a number of informal letters and comments. We have reviewed and considered these comments in our decision herein. Clear Channel will acquire existing combinations in the following areas: Allentown-Bethlehem, PA, Amarillo, TX, Anchorage, AK, Birmingham, AL, Boston, MA, Burlington, VT, Charlotte-Gastonia, NC, Charlottesville, VA, Chicago, IL, Columbia, SC, Corpus Christi, TX, Fairbanks, AK, Farmington, NM, Fayetteville, AR, Frederick, MD, Fresno, CA, Fort Smith, AR, Honolulu, HI, Houston, TX, Huntington, WV-Ashland, KY, Huntsville, AL, Indianapolis, IN, Jackson, MS, Jackson, TN, Killeen-Temple, TX, Lawton, OK, Lincoln, NE, Los Angeles, CA, Lubbock, TX, Madison, WI, Manchester, NH, Melbourne, FL, Miami, FL, Milwaukee-Racine, WI, Minneapolis-St. Paul, MN, Modesto, CA, Montgomery, AL, Nashville, TN, Nassau-Suffolk, NY, New York, NY, Omaha-Council Bluffs, NE, New Orleans, LA, Ogallala, NE, Orlando, FL, Pittsburgh, PA, Philadelphia, PA, Portsmouth-Dover-Rochester, NH, Raleigh-Durham, NC, Reading, PA, Richland-Kennewick-Pasco, WA, Roanoke-Lynchburg, VA, Sacramento, CA, San Francisco, CA, Savannah, GA, Spokane, WA, Springfield, IL, Stockton, CA, Tucson, AZ, Tuscaloosa, AL, Tyler-Longview, TX, Victoria, TX, Waco, TX, Washington, D.C., Wichita, KS, Wilmington, DE, Winchester-Front Royal, VA, Worchester, MA, and Yuma, AZ. Clear Channel will acquire stations to create new radio combinations in the following areas: Albany- Schenectady, NY, Alexandria, LA, Allentown, PA, Asheville, SC, Austin, TX, Baton Rouge, LA, Battle Creek, MI, Beaumont-Port Arthur, TX, Charlotte, NC, Cedar Rapids, IA, Cleveland, OH, Colorado Springs, CO, Dallas- Fort Worth, TX, Denver-Boulder, CO, Des Moines, IA, Detroit, MI, Fort Pierce, FL, Grand Rapids, MI, Greensboro, NC, Greenville-Spartanburg, SC, Hartford, CT, Houston-Galveston, TX, Lancaster, PA, Lawton, OK, Los Angeles, CA, Melbourne, FL, New Orleans, LA, Lubbock, TX, New Haven, CT, Odessa-Midland, TX, Orlando, FL, Phoenix, AZ, Pittsburgh PA, Providence, RI, Richmond, VA, Riverside-San Bernardino, CA, Roanoke-Lynchburg, VA, San Diego, CA, San Francisco, CA, Santa Barbara, CA, Shreveport, LA, Springfield, MA, Toledo, OH, Tyler-Longview, TX, Texarkana, AR/TX, Washington, D.C., West Palm Beach, FL, Wheeling, WV, Wichita Falls, TX, and Youngstown, OH. Clear Channel will acquire radio stations to create new radio-television station combinations in Albany, NY; Minneapolis, MN; Providence, RI; Tucson, AZ; Wichita, KS; and Jackson, TN. See Appendix B for a list of the stations to be divested to third party buyers which have applications on file with the Commission. Of the 122 stations in total to be divested, 25 of those stations in seven markets- Jacksonville, FL; New Haven, CT; Stamford-Norwalk, CT; Hartford, CT; Daytona, OH; Toledo, OH; and Battle Field-Grand Rapids, MI are being divested pursuant to a separate multi-market transaction between AMFM and Cox Radio Inc. (“Cox”) and, in the event that transfers of control covering television stations attributable to Thomas Hicks have not been consummated. See n.7, infra. In addition to placing the stations to be divested in trust, Clear Channel also filed applications to assign several other stations to the Trust. First, in a multi-market transaction, AMFM is selling stations to Cox Radio Inc. (“Cox”) in Stamford-Norwalk, CT, Miami, FL, Jacksonville, FL New Haven, CT and Gainesville, GA and is acquiring stations in Los Angeles, CA (“Cox Stations”). One of the Cox assignment applications remains pending, thus, the parties have not finalized the transaction. Because acquisition of AMFM stations in these markets would cause Clear Channel to exceed the local radio ownership rule’s numerical limits, AMFM filed applications to assign the Cox Stations to the Trust. Moreover, DOJ will require the divestiture of stations to Cox in Jacksonville and New Haven. In addition, in Jacksonville, FL, Clear Channel owns WAWS-TV and six radio stations pursuant to a conditional waiver that was subject to the outcome of the TV ownership proceeding. See Shareholders of Jacor Communications, Inc., 14 FCC Rcd 6867 (Mass Med. Bur. 1999) (“Jacor”). The Commission has also granted the assignment of WTEV-TV, Jacksonville, to Clear Channel with a condition that Clear Channel close the Cox transaction prior to closing the WTEV-TV assignment. (File No. BALCT- 19991116BEF). Clear Channel has submitted a showing to demonstrate that the 2 TV/6 radio combination complies with the revised radio-television cross-ownership rules. However, acquisition of AMFM’s radio stations would cause Clear Channel to exceed the revised radio-television cross-ownership rules. Therefore, assignment of the Cox Stations to trust will also ensure that Clear Channel’s radio-television combination complies with the rules. 47 C.F.R. §73.3555(c). Second, Clear Channel also filed applications to assign stations to the Trust in markets where Thomas Hicks, who controls AMFM, has an attributable interest in television stations (“Hicks television stations”). Attribution of the Hicks television stations to the merged entity would cause the merged entity to violate the Commission’s radio-television cross-ownership rules in Hartford-New Haven, CT, Cedar Rapids, IA, Grand Rapids-Battle Creek, MI, Dayton, OH, and Toledo, OH. See 47 C.F.R. §73.3555(c). However, the entities that control the Hicks television stations have filed two transfer of control applications to make Hicks’ interest in the television stations non-attributable. Specifically, Ranger Equity Holdings Corp. and its licensee subsidiaries filed an application to transfer control from Ranger Equity Partners, L.P. to Carson/LIN SBS, L.P. and Fojtasek Capital, Ltd. (File Nos. BTCCT-20000121ABB-ACP) and Sunrise Television Corp. filed an application to transfer control from Sunrise Television Partners, L.P. to Smith Broadcasting Partners, L.P (File Nos. BTCCT-20000314AAH- AAV). These transfer of control applications were approved on July 12, 1999. Pursuant to the new ownership structure proposed in the applications, Hicks no longer will have an attributable interest in the following television stations: WISH-TV, Indianapolis, IN, WANE-TV, Fort Wayne, IN, KXAN-TV, Austin, TX, KXAM-TV, Llano, TX, WAPA-TV, San Juan, PR, WAND(TV), Decatur, IL, WLFI-TV, Lafayette, IN, WAVY-TV, Portsmouth, VA, WIVB-TV, Buffalo, NY, WNJX-TV, Mayaguez, PR (application pending to transfer control of the licensee of WNJX-TV from T. Michael Whitney to LIN Television of San Juan, Inc. (File No. BTCCT-19991124ACB), WOOD-TV, Battle Creek, MI, WTNH-TV, New Haven, CT, WEYI-TV, Saginaw, MI, KFYR-TV, Bismarck, ND, KVLY-TV, Fargo, ND, KQCD-TV, Dickinson, ND, KMOT-TV, Minot, ND, KUMV-TV, Williston, ND, WDTN(TV), Dayton, OH, WUPW(TV), Toledo, OH, WJAC-TV, Johnstown, PA, KRBC-TV, Abilene, TX, KACB-TV, San Angelo, TX, WTOV-TV, Stubenville, OH, and WNAC-TV, Providence, RI. The related trust applications for Clear Channel radio stations will ensure that the merged entity does not violate the radio- television cross-ownership rules and thus, will be implemented in the event that consummation of the granted applications for transfer control of the Hicks television stations has not taken place at the time of the merger. Therefore, approval of the merger will also be conditioned on the closing of the transfer of control applications for the Hicks television stations or the assignment of a sufficient number of radio stations to the Trust to ensure compliance with the Commission’s cross-ownership rules. Appendix B includes a list of the stations to be divested to third party buyers which currently have applications on file with the Commission. Appendix D includes the applications to assign all of the 122 divestiture stations to the Trust, including the stations that Clear Channel has not yet found buyers for, and stations being divested pursuant to the related transactions described in footnote 7. In the cable, common carrier, satellite, and wireless contexts, we have addressed the Commission’s obligation to ensure a particular transaction serves the public interest by relying on four general factors: (1) whether the transaction would result in a violation of the Communications Act; (2) whether the transaction would result in a violation of the Commission’s rules; (3) whether the transaction would substantially frustrate the Commission’s ability to implement or enforce the Communications Act; and (4) whether the merger promises to yield affirmative public interest benefits that could not be achieved without the merger. See e.g., Applications of MediaOne Group, Inc., Transferor, and AT&T Corp., Transferee, for Consent to Transfer Control of Licenses and Section 214 Authorizations, CS Docket No. 99-251, FCC 00-202 (rel. June 6, 2000), at 9; see also In re Application of GTE Corp., Transferor, and Bell Atlantic Corp., Transferee, for Consent to Transfer Control of Domestic and International Sections 214 and 310 Authorizations and Application to Transfer Control of a Submarine Cable Landing License, CC Docket No. 98-184, FCC 00-221 (rel. June 16, 2000) at 22; In re Applications of Ameritech Corp., Transferor, and SBC Communications, Inc., Transferee, for Consent to Transfer Control of Corporations Holding Commission Licenses and Lines Pursuant to Section 214 and 310(d) of the Communications Act and Parts 5, 22, 25, 63, 90, 95, and 101 of the Commission’s Rules, 14 FCC Rcd 14712, 14737 (1999); In re Applications of Voicestream Wireless Corporation, et al., 15 FCC Rcd. 3341, 3346-47 (Feb. 15, 2000); In the Matter of Lockheed Martin Corporation, et al., Applications for Transfer of Control of COMSAT Corporation, et al., File Nos. SAT- T/C-20000323-00078, SAT-STA-20000323-00073, FCC 00-227 (rel. July 31, 2000), at 15 & n. 34. For example, the Commission generally performs a competition analysis when a proposed radio merger would result in a single radio group controlling 50 percent or more of the radio advertising revenue in a market, or when the two largest radio groups would account for 70 percent or more of the revenue in a market. See Great Empire Broadcasting, Inc. 14 FCC Rcd 11145 (1999). In the following areas where both Clear Channel and AMFM currently own stations, Clear Channel concurrently with the merger is divesting stations or placing the stations in trust, so that it will retain only the AMFM existing combinations: Allentown-Bethlehem, PA, Columbia, SC, Ft. Pierce, FL, Melbourne, FL, San Francisco, CA, and Waco, TX. After divestitures or placing stations in trust, Clear Channel, in the following areas, will retain only the Clear Channel existing combinations: Atlanta, GA, Baltimore, MD, Cincinnati, OH, Cleveland, OH, Denver, CO, Des Moines, IA, Grand Rapids, MI, Harrisburg, PA, Jacksonville, FL, Miami-Ft. Lauderdale-Hollywood, FL, Pensacola, FL, Reading, PA, San Diego, CA, and San Jose, CA. Not all of these stations have mutually overlapping principal community contours and thus, as the petitioner concedes, the existing combination complies with the Commission’s local radio ownership rules. See n. 12. Clear Channel and AMFM jointly filed three separate oppositions to the petitions to deny. However, because the oppositions are virtually identical, we will treat them collectively. AMFM also has an LMA for station WHRD(AM), Huntington, WV. Although WHRD(AM) is reported in the Huntington, WV-Ashland, KY BIA/Arbitron radio metro, the station receives less than the threshold level of revenue required to receive a reportable share. Mid-Atlantic’s argument concerning market concentration based upon HHI is misplaced. The HHI measures relative market concentration and is used to evaluate the change in concentration that results from a proposed merger. See U.S. Department of Justice and the Federal Trade Commission, Horizontal Merger Guidelines (Issued Apr. 2, 1992, rev. Apr. 8, 1997). Because Clear Channel proposes to acquire AMFM’s existing combination of radio stations, there is no “merger” of AMFM and Clear Channel stations in Winchester. Therefore, there is no change or increase in concentration to be measured by the HHI. Fifth Avenue’s allegations concerning AMFM’s advertising practices are insufficient to warrant further inquiry. Fifth Avenue fails to provide specific evidence or information to support a finding that sponsorship decisions for local fairs and charity events or AMFM’s format changes are based upon anti-competitive conduct. Nothing in the record suggests that the conduct Fifth Avenue challenges has been found to violate the antitrust laws. Such unsupported and unadjudicated allegations of specific business practices by AMFM, or such future actions of Clear Channel do not warrant further Commission inquiry. See Louis C. DeArias, Receiver, 11 FCC Rcd 3662, 3666 (1996). For a complete list of areas where both Clear Channel and AMFM currently own stations, see n. 4, supra. We note that the filings by Clear Channel and AMFM indicate that they will be divesting a number of stations to address DOJ’s competitive concerns that they would not have been required to divest to comply with the numerical station limits imposed by the local radio ownership rules. For example, in Grand Rapids, MI, the merged entity is divesting three FM and one AM stations, leaving it with two FM and four AM stations, while the ownership rules would allow the merged entity to own up to 8 stations. Similarly, in Allentown, PA, the merged entity is divesting one AM and one FM station, leaving it with two AM and two FM stations, while the ownership rules would allow the merged entity to own up to 7 stations. See, e.g., NewCity Communications, Inc., 12 FCC Rcd 3929, 3954-55 (1997). The divestiture applications will create new radio combinations in the following areas: Albany, NY (Regent), Cincinnati, OH (Blue Chip, Salem, and CBS/Viacom), Cleveland, OH (CBS/Viacom/Salem/Radio One), Dallas, TX (Salem), Denver, CO (Salem), Des Moines, IA (Two Rivers), Greensboro, NC (CBS/Viacom), Greenville, SC (Two Rivers), Houston, TX (El Dorado and Cox), Los Angeles, CA (Salem), Richmond, VA (Cox), and Springfield, MA (Saga). Principals of Entravision will have 2 new radio-television combinations in Los Angeles and CBS/Viacom will have one new radio-television combination in Denver. The parties have submitted showings to demonstrate that the new radio-television combinations comply with our rules. Clear Channel is acquiring existing combinations from buyers in exchange for divestiture stations in Eau Claire, WI, Mansfield, OH, McAllen-Brownsville-Harlingen, TX, and Salisbury-Ocean City, MD. In addition, in Akron, OH, Ann Arbor, MI, and Chattanooga, TN, Clear Channel is also buying stations from third parties to create new radio station combinations. Clear Channel has submitted showings to demonstrate that each of these radio combinations comply with the Commission’s local radio ownership rules. We have reviewed these showings and find that the assignment of these stations comply with the Commission’s rules and further, our competitive analysis concludes that the transactions do not raise serious competitive concerns. See Appendix D for a complete list of the divestiture applications. Under the revised television duopoly rules, an entity may control two television stations in the same DMA, if eight independently owned and operating commercial and noncommercial television stations will remain in the DMA post-merger, and at least one of the stations is not among the top four-ranked stations in the market. 47 C.F.R. § 73.3555(b)-(c). As explained below, the merging entities have submitted showings to demonstrate that the proposed combinations comply with the television duopoly rules. As explained in n. 8, supra, the Commission has approved applications to transfer control of television licensee entities in which Thomas Hicks has an attributable interest. If consummation of those related transfer of control applications does not take place prior to the merger, the merged entity would violate the radio-television cross- ownership rule in four television markets. Therefore, Clear Channel has filed applications to place sufficient radio stations in trust to avoid such a rule conflict. For the reasons set forth in 21-22, supra, we will approve the transfer of these stations to the Trust for a limited six-month period, subject to the same provisions concerning extension. In Cincinnati and Harrisburg, the Commission granted Clear Channel conditional waivers to own 1 TV/8 radio station combinations, subject to the outcome of the TV ownership proceeding. See J. Albert Dame, DA 99-1188 (Mass Med. Bur. 1999); Jacor, 14 FCC Rcd at 6867. Because these radio-television combinations do not comply with the revised cross-ownership rules, pursuant to the Commission’s decision in the Television Ownership Order, the waivers will be extended subject to the outcome of the Commission’s 2004 Biennial Review. 14 FCC Rcd at 12957-58. Acquisition of AMFM’s radio stations would cause Clear Channel to exceed the radio- television combinations authorized under the conditional waivers that are now subject to the outcome of the 2004 Biennial Review. As explained above, however, DOJ will require the divestiture AMFM’s radio stations in these markets. In Cincinnati, DOJ has approved the buyers proposed for these AMFM stations, but in Harrisburg, Clear Channel has not identified buyers acceptable to DOJ. In any event, Clear Channel has filed applications to place sufficient radio stations in trust so that the radio-television combinations in these markets will not be expanded. In Albany, AMFM and Clear Channel concurrently with the merger are divesting the following stations to third parties WQBJ(FM), Cobleskill, NY, WTMM(AM), WQBK-FM Rennsselaer, NY, WGNA(AM), WGNA-FM, Albany, NY and WABT(FM), Mechanicville, NY or placing these stations in trust. See Television Ownership Order, 14 FCC Rcd at 12950. We stated in the Television Ownership Order that LMAs entered into prior to November 5, 1996 that do not comply with the new duopoly rule would be grandfathered until the conclusion of the Commission’s 2004 biennial review. Therefore, Clear Channel’s LMAs for stations WNAC-TV and KSAS-TV have grandfathered status under the revised television duopoly rule. 14 FCC Rcd at 12961. In addition, the Commission’s television satellite stations do not count toward the ownership limits for the television duopoly rule. Id., at 12943. In 2004, the Commission will review all conditional waivers on a case-by-case basis as part of its biennial review and determine the appropriate treatment of the waivers beyond that point in time. Television Ownership Order 14 FCC Rcd at 12957. Review of the Commission’s Regulations Governing Attribution of Broadcast and Cable/MDS Interests, 14 FCC Rcd 12559 (1999) recon. pending (“Attribution Order”). See Golden West Broadcasters, 16 FCC 2d 918 (1969). The cross-interest policy generally prohibited a party from holding an attributable interest in one media outlet while it holds a meaningful interest in another media outlet in the same market. See Policy Statement in MM Docket No. 87-154, 4 FCC Rcd 2209 (1989)(“Cross- Interest Policy Statement”). See In the Matter of Representation of Stations by Representatives Owned by Competing Stations in the Same Area, 87 FCC 2d 668 (1981) (“Report & Order”). Attribution Order at 12609. Stations not owned by Clear Channel are likely to be aware of Clear Channel’s ownership of Katz, and those stations would have the ability to limit the information disclosed to Katz, and further, can seek representation elsewhere. See Declaration of Efrain Gonzales, Jr., President of the National Hispanic Policy Institute. We disagree with Clear Channel’s position that NHPI has not sufficiently demonstrated standing to file a formal petition to deny in this proceeding under 47 C.F.R. §309(d). See e.g. Chet-5 Broadcasting, L.P., 14 FCC Rcd 13041 (1999) (the Commission will accord party-in-interest status to a petitioner who demonstrates either residence in the station’s service area or that the petitioner listens to or views the station regularly, and that such listening or viewing is not the result of transient contacts with the station). In setting the threshold at 33%, the Commission’s goal was not only to attribute interests with potential to control, but also those with a realistic potential to exert significant influence. See Review of the Commission’s Regulations Governing Attribution of Broadcast and Cable/MDS Interests, 14 FCC Rcd 12559, 12590 (1999). Previously, the Commission used a 33% benchmark in the context of cross-interest policy and television duopoly rules. See Cleveland Television Corp., 91 FCC 2d 1129 (Rev. Bd. 1982), rev. denied, FCC 83-235 (1983), aff’d, Cleveland Television Corp. v. FCC, 732 F.2d 962 (D.C. Cir. 1984); Roy M. Speer, 11 FCC Rcd 18393 (1996), on recon., 13 FCC Rcd 19911 (1998). The Commission staff previously reviewed the relationship between Clear Channel and HBC, and approved the transfer of control of HBC from a wholly owned subsidiary of Clear Channel to The Tichenor Family Voting Agreement Shareholders. See letter from Stuart B. Bedell, Ass’t Chief, Audio Services Division, Mass Media Bureau to Roy Russo, Esq., et. al., dated Jan. 13, 1997 (1800B-IB). The application disclosed that Clear Channel would have a non-attributable interest in HBC. Roy M. Speer, 11 FCC Rcd 14147, 14155 (1996); Request of MCI Communications Corp., 9 FCC Rcd 3960 (1994); News Int’l PLC, 97 FCC 2d 349 (1984). (Continued from previous page) (continued….) Federal Communications Commission FCC 00-296 1 Federal Communications Commission FCC 00-296 Federal Communications Commission FCC 00-296 4 Federal Communications Commission DA 00-[Click to enter order number]