December 12, 1995



CONCURRING STATEMENT 
             OF
               COMMISSIONER SUSAN NESS
     
  
Re:  New Orleans, LA, and Atlanta, GA:  Transfer/assignment of licenses of WNOL-TV
      and WATL(TV)
     
     I reluctantly concur with the decision to allow Tribune to acquire substantial
ownership interests in two television stations, each of which is located in a city where
Tribune already owns another station.  

     The availability of news and informational programs from a variety of sources within
a community is critical to an informed citizenry.  Broadcasting today is the only free,
universally available video distribution medium in this country.  The number of television
stations in each community is limited.  Our duopoly rules, which prohibit common
ownership of more than one television station in a single market, were designed to ensure the
availability of different viewpoints. 

     Under our duopoly rules, Tribune cannot hold an attributable interest in either of the
two stations here at issue because it already owns one station each in Atlanta and New
Orleans.  It instead has formed a limited liability company (LLC) with QwestCom L.P.,
whose principals are minorities.  Under our interim policy governing attribution of interests
in LLCs, a member's interest in an LLC is cognizable unless the applicant certifies that the
member is appropriately insulated.  Here, the parties have chosen not to so insulate Tribune. 
Instead Qwest relies on a narrow exception to the interim LLC policy to permit greater
involvement where it would advance our objective of enhancing opportunities for minority
broadcast station ownership. 

     It is abundantly clear that Tribune will have the ability to influence the management
of these stations and to impact market competition.  Why else would Tribune have
contributed a third of the cash equity and guaranteed the bank debt of others for a total of
75% of the equity in the transaction?  Why else would it hold subordinated notes constituting
37 percent of the total capitalization of Qwest, which is convertible to equity in five years (if
our ownership rules permit)?  Why else would it have an indefeasible right to buy the
stations from its partners in less than five years, if our ownership rules are changed?            
 
     Despite my serious reservations over such influence and ownership concentration
within local markets, I concur in the outcome.  There are five mitigating factors.  First and
foremost, these grants are subject to the rulemaking on attribution with respect to both the
attributable status of Tribune and the applicability of the cross-interest policy to Tribune's
interest in Qwest.  Second, the acquisitions, taken together, do increase minority ownership
in a very major market, Atlanta, Georgia (the tenth largest market in the country), albeit at
the cost of lessening the minority stake in the smaller New Orleans market to one of
essentially a five-year leasehold interest.  Third, the contracts and application were signed
and delivered before the Commission initiated its Attribution Review rulemaking.  Fourth,
the minorities involved with Qwest are experienced broadcasters who understand our rules
and the potential consequences if control and management are not exercised as set forth in
the documents submitted to this Commission.  And, finally, the stations at issue all are UHF
stations and are not the dominant facilities in their markets.

     This case is another in a series which push the limits of our rules, perhaps to attain a
marketplace advantage in contemplation of changes to our rules.  In this case, the duopoly
and cross-interest rules are at issue.  We have an obligation to establish clear rules that
provide an even playing field for all broadcasters.  We do not have that today, but I look
forward to finalizing such rules in the near future.