Before the

Federal Communications Commission

Washington, D.C. 20554

In re Applications of )

)

**Shareholders of** ) File Nos. BTC, BTCH, BTCFT,

**Jacor Communications, Inc.** ) BTCFTB-981016A1, *et seq.*, BTC,

(Transferor) ) BTCH-981125GG-GH, BTC, BTCH,

) BTCFTB, BTCTTL-981203GO-GQ,

and ) GR-GS, BTC, BTCH-981204GE-GF,

) BTCH-990106EF, BTC, BTCH-

**Clear Channel Communications, Inc.** ) 990108GI-GL

(Transferee) )

)

For Consent to Transfer of Control of )

Citicasters Co., Jacor Broadcasting Corp., )

Jacor Broadcasting of Atlanta, Inc., )

Jacor Broadcasting of Colorado, Inc., )

Jacor Broadcasting of Florida, Inc., )

Jacor Broadcasting of Oregon, Inc., )

Jacor Broadcasting of San Diego, Inc., )

Jacor Broadcasting of Sarasota, Inc., )

Jacor Broadcasting of Tampa Bay, Inc., )

Jacor Broadcasting of Washington, Inc., )

Jacor Broadcasting of Youngstown, Inc., )

Jacor Broadcasting of Charlestown, Inc., )

Jacor Broadcasting of Kansas City, Inc., )

Jacor Broadcasting of Las Vegas, Inc., )

Jacor Broadcasting of Las Vegas II, Inc., )

Jacor Broadcasting of Louisville, Inc., )

Jacor Broadcasting of Louisville II, Inc., )

Jacor Broadcasting of Salt Lake City, Inc., )

Jacor Broadcasting of Salt Lake City II, Inc., )

Noble Broadcast Licenses, Inc., )

Tsunami Communications Co., and WTTF, Inc., )

Licensees of )

)

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  WKRC-TV, Cincinnati, Ohio                                         )

  KZZP(FM), Mesa, Arizona                                           )

  KMXP(FM), Phoenix, Arizona                                        )

  KXJO(FM), Alameda, California                                     )

  KEZY(AM), Anaheim, California                                     )

  KXMX(FM), Anaheim, California                                     )

  KBET(AM), Canyon Country, California                              )

  KMSX(FM), Carlsbad, California                                    )

  KSBL(FM), Carpinteria, California                                 )

  KHTS(FM), El Cajon, California                                    )

  KCNL(FM), Fremont, California                                     )

  KAVL(AM), Lancaster, California                                   )

  KXTA(AM), Los Angeles, California                                 )

  KIIS-FM, Los Angeles, California                                  )

  KAVS(FM), Mojave, California                                      )

  KBCD(FM), Newport Beach, California                               )

  KDIF(AM), Riverside, California                                   )

  KCKC(AM), San Bernardino, California                              )

  KOGO(AM), San Diego, California                                   )

  KPOP(AM), San Diego, California                                   )

  KSDO(AM), San Diego, California                                   )

  KGB-FM, San Diego, California                                     )

  KIOZ(FM), San Diego, California                                   )

  KJQY(FM), San Diego, California                                   )

  KSJO(FM), San Jose, California                                    )

  KUFX(FM), San Jose, California                                    )

  KXXT(AM), Santa Barbara, California                               )

  KTMS(AM), Santa Barbara, California                               )

  KIST(FM), Santa Barbara, California                               )

  KTYD(FM), Santa Barbara, California                               )

  KACD(FM), Santa Monica, California                                )

  KLYF(AM), Thousand Oaks, California                               )

  KFJO(FM), Walnut Creek, California                                )

  KYHT(FM), Yermo, California                                       )

  KBCO(FM), Boulder, Colorado                                       )

  KHOW(AM), Denver, Colorado                                        )

  KOA(AM), Denver, Colorado                                         )

  KBPI(FM), Denver, Colorado                                        )

  KHIH(FM), Denver, Colorado                                        )

  KRFX(FM), Denver, Colorado                                        )

  KCOL(AM), Fort Collins, Colorado                                  )

  KPAW(FM), Fort Collins, Colorado                                  )

  KTCL(FM), Fort Collins, Colorado                                  )

  KGLL(FM), Greeley, Colorado                                       )

  KTLK(AM), Thornton, Colorado                                      )

  KIIX(AM), Wellington, Colorado                                    )

  WTBT(FM), Bradenton, Florida                                      )

  WIKX(FM), Charlotte Harbor, Florida                               )

  WXTB(FM), Clearwater, Florida                                     )

  WSRZ-FM, Coral Grove, Florida                                     )

  WYNF(FM), Englewood, Florida                                      )

  WJGR(AM), Jacksonville, Florida                                   )

  WZAZ(AM), Jacksonville, Florida                                   )

  WQIK-FM, Jacksonville, Florida                                    )

  WJBT(FM), Green Cove Springs, Florida                             )

  WDUV(FM), New Port Richey, Florida                                )

  WCCF(AM), Punta Gorda, Florida                                    )

  WSPB(AM), Sarasota, Florida                                       )

  WCTQ(FM), Sarasota, Florida                                       )

  WCVU(FM), Solana, Florida                                         )

  WDAE(AM), Tampa, Florida                                          )

  WFLA(AM), Tampa, Florida                                          )

  WAKS(FM), Tampa, Florida                                          )

  WFLZ-FM, Tampa, Florida                                           )

  WAMR(AM), Venice, Florida                                         )

  WDDV(FM), Venice, Florida                                         )

  WGST(AM), Atlanta, Georgia                                        )

  WKLS(FM), Atlanta, Georgia                                        )

  WPCH(FM), Atlanta, Georgia                                        )

  WSOL-FM, Brunswick, Georgia                                       )

  WHEL(FM), Helen, Georgia                                          )

  WMXY(AM), Hogansville, Georgia                                    )

  WZLG(FM), Hogansville, Georgia                                    )

  WCOH(AM), Newnan, Georgia                                         )

  WMKJ(FM), Peachtree City, Georgia                                 )

  KYSY(FM), Ankeny, Iowa                                            )

  KBUR(AM), Burlington, Iowa                                        )

  KGRS(FM), Burlington, Iowa                                        )

  WMT(AM), Cedar Rapids, Iowa                                       )

  WMT(FM), Cedar Rapids, Iowa                                       )

  WHO(AM), Des Moines, Iowa                                         )

  KMXD(FM), Des Moines, Iowa                                        )

  KBKB(AM), Fort Madison, Iowa                                      )

  KBKB-FM, Fort Madison, Iowa                                       )

  KXIC(AM), Iowa City, Iowa                                         )

  KKRQ(FM), Iowa City, Iowa                                         )

  KIDO(AM), Boise, Idaho                                            )

  KLTB(FM), Boise, Idaho                                            )

  KARO(FM), Caldwell, Idaho                                         )

  KLLP(FM), Chubbock, Idaho                                         )

  KXLT-FM, Eagle, Idaho                                             )

  KCIX(FM), Garden City, Idaho                                      )

  KID(AM), Idaho Falls, Idaho                                       )

  KID-FM, Idaho Falls, Idaho                                        )

  KFXD(AM), Nampa, Idaho                                            )

  KWIK(AM), Pocatello, Idaho                                        )

  KPKY(FM), Pocatello, Idaho                                        )

  KLIX(AM), Twin Falls, Idaho                                       )

  KEZJ-FM, Twin Falls, Idaho                                        )

  KLIX-FM, Twin Falls, Idaho                                        )

  KATZ-FM, Alton, Illinois                                          )

  KMJM-FM, Columbia, Illinois                                       )

  WSFR(FM), Corydon, Indiana                                        )

  WTKT(AM), Georgetown, Kentucky                                    )

  WLAP(AM), Lexington, Kentucky                                     )

  WBUL-FM, Lexington, Kentucky                                      )

  WMXL(FM), Lexington, Kentucky                                     )

  WLKT(FM), Lexington-Fayette, Kentucky                             )

  WFIA(AM), Louisville, Kentucky                                    )

  WDJX(FM), Louisville, Kentucky                                    )

  WLRS(FM), Louisville, Kentucky                                    )

  WVEZ-FM, Louisville, Kentucky                                     )

  WKQQ(FM), Winchester, Kentucky                                    )

  KEEL(AM), Shreveport, Louisiana                                   )

  KWKH(AM), Shreveport, Louisiana                                   )

  KITT(FM), Shreveport, Louisiana                                   )

  KRUF(FM), Shreveport, Louisiana                                   )

  KVKI-FM, Shreveport, Louisiana                                    )

  WCAO(AM), Baltimore, Maryland                                     )

  WOCT(FM), Baltimore, Maryland                                     )

  WPOC(FM), Baltimore, Maryland                                     )

  KATZ(AM), St. Louis, Missouri                                     )

  KLOU(FM), St. Louis, Missouri                                     )

  KSD(FM), St. Louis, Missouri                                      )

  KSLZ(FM), St. Louis, Missouri                                     )

  KFYR(AM), Bismarck, North Dakota                                  )

  KYYY(FM), Bismarck, North Dakota                                  )

  KWNR(FM), Henderson, Nevada                                       )

  KFMS-FM, Las Vegas, Nevada                                        )

  KQOL-FM, Las Vegas, Nevada                                        )

  KSNE-FM, Las Vegas, Nevada                                        )

  WISY(FM), Canandaigua, New York                                   )

  WMAX-FM, Honeoye Falls, New York                                  )

  WKGS(FM), Irondequoit, New York                                   )

  WHAM(AM), Rochester, New York                                     )

  WHTK(AM), Rochester, New York                                     )

  WVOR-FM, Rochester, New York                                      )

  WNVE(FM), South Bristol Twp., New York                            )

  WXEG(FM), Beavercreek, Ohio                                       )

  WBEX(AM), Chillicothe, Ohio                                       )

  WCKY(AM), Cincinnati, Ohio                                        )

  WKRC(AM), Cincinnati, Ohio                                        )

  WLW(AM), Cincinnati, Ohio                                         )

  WSAI(AM), Cincinnati, Ohio                                        )

  WEBN(FM), Cincinnati, Ohio                                        )

  WOFX(FM), Cincinnati, Ohio                                        )

  WVMX(FM), Cincinnati, Ohio                                        )

  WTAM(AM), Cleveland, Ohio                                         )

  WGAR-FM, Cleveland, Ohio                                          )

  WMJI(FM), Cleveland, Ohio                                         )

  WMMS(FM), Cleveland, Ohio                                         )

  WMVX(FM), Cleveland, Ohio                                         )

  WCPZ(FM), Clyde, Ohio                                             )

  WFII(AM), Columbus, Ohio                                          )

  WTVN(AM), Columbus, Ohio                                          )

  WCOL-FM, Columbus, Ohio                                           )

  WNCI(FM), Columbus, Ohio                                          )

  WONE(AM), Dayton, Ohio                                            )

  WMMX(FM), Dayton, Ohio                                            )

  WTUE(FM), Dayton, Ohio                                            )

  WDFM(FM), Defiance, Ohio                                          )

  WBTT(FM), Englewood, Ohio                                         )

  WBUK(FM), Fort Shawnee, Ohio                                      )

  WBKI(FM), Greenville, Ohio                                        )

  WLQT(FM), Kettering, Ohio                                         )

  WIMA(AM), Lima, Ohio                                              )

  WIMT(FM), Lima, Ohio                                              )

  WZLE(FM), Lorain, Ohio                                            )

  WMRN(AM), Marion, Ohio                                            )

  WDIF(FM), Marion, Ohio                                            )

  WMRN-FM, Marion, Ohio                                             )

  WZAZ-FM, Marysville, Ohio                                         )

  WKFS(FM), Milford, Ohio                                           )

  WNIO(AM), Niles, Ohio                                             )

  WNCD(FM), Niles, Ohio                                             )

  WIMJ(FM), North Baltimore, Ohio                                   )

  WQTL(FM), Ottawa, Ohio                                            )

  WMLX(FM), St. Marys, Ohio                                         )

  WLEC(AM), Sandusky, Ohio                                          )

  WMTX(FM), Sandusky, Ohio                                          )

  WIZE(AM), Springfield, Ohio                                       )

  WTTF(AM), Tiffin, Ohio                                            )

  WCKY-FM, Tiffin, Ohio                                             )

  WCWA(AM), Toledo, Ohio                                            )

  WSPD(AM), Toledo, Ohio                                            )

  WIOT(FM), Toledo, Ohio                                            )

  WRVF(FM), Toledo, Ohio                                            )

  WVKS(FM), Toledo, Ohio                                            )

  WCHO(AM), Washington Court House, Ohio                            )

  WCHO-FM, Washington Court House, Ohio                             )

  WKBN(AM), Youngstown, Ohio                                        )

  WKBN-FM, Youngstown, Ohio                                         )

  KRKT(AM), Albany, Oregon                                          )

  KRKT(FM), Albany, Oregon                                          )

  KKJJ(FM), Ashland, Oregon                                         )

  KKCW(FM), Beaverton, Oregon                                       )

  KLOO(AM), Corvallis, Oregon                                       )

  KLOO-FM, Corvallis, Oregon                                        )

  KZZE(FM), Eagle Point, Oregon                                     )

  KRWQ(FM), Gold Hill, Oregon                                       )

  KMED(AM), Medford, Oregon                                         )

  KLDZ(FM), Medford, Oregon                                         )

  KEWS(AM), Portland, Oregon                                        )

  KEX(AM), Portland, Oregon                                         )

  KKRZ(FM), Portland, Oregon                                        )

  WKST-FM, Ellwood City, Pennsylvania                               )

  WKST(AM), New Castle, Pennsylvania                                )

  WMXG(AM), Barnwell, South Carolina                                )

  WBUB(AM), Charleston, South Carolina                              )

  WALC(FM), Charleston, South Carolina                              )

  WEZL(FM), Charleston, South Carolina                              )

  WRFQ(FM), Mount Pleasant, South Carolina                          )

  WXLY(FM), North Charleston, South Carolina                        )

  KKTL-FM, Cleveland, Texas                                         )

  KDMX(FM), Dallas, Texas                                           )

  KEGL(FM), Fort Worth, Texas                                       )

  KHMX(FM), Houston, Texas                                          )

  KTBZ(FM), Lake Jackson, Texas                                     )

  KURR(FM), Bountiful, Utah                                         )

  KWLW(AM), N. Salt Lake City, Utah                                 )

  KKAT(FM), Ogden, Utah                                             )

  KZHT(FM), Provo, Utah                                             )

  KALL(AM), Salt Lake City, Utah                                    )

  KNRS(AM), Salt Lake City, Utah                                    )

  KODJ(FM), Salt Lake City, Utah                                    )

  KMNT(FM), Centralia, Washington                                   )

  KELA(AM), Centralia-Chehalis, Washington                          )

  KKLQ(FM), Vancouver, Washington                                   )

  KKTL(AM), Casper, Wyoming                                         )

  KTWO(AM), Casper, Wyoming                                         )

  KMGW(FM), Casper, Wyoming                                         )

  KIGN(FM), Cheyenne, Wyoming                                       )

  KLEN(FM), Cheyenne, Wyoming                                       )

  KOLZ(FM), Cheyenne, Wyoming                                       )

  KGAB(AM), Orchard Valley, Wyoming                                 )

  K231AA, Boulder, Colorado                                         )

  K276BJ, Boulder, Colorado                                         )

  K269CL, Evergreen, Colorado                                       )

  K221CE, Lava Hot Springs, Idaho                                   )

  K296EA, Pocatello, Idaho                                          )

  W238AB, Rochester, New York                                       )

  K294AS, Ashland, Oregon                                           )

  K257BP, Grant Pass, Oregon                                        )

  K257BO, Jacksonville, Oregon                                      )

  K281AG, Jacksonville, Oregon                                      )

  K288CP, Merlin, Oregon                                            )

  K225AC, Merlin/Grant Pass, Oregon                                 )

  K266AC, Rogue River, Oregon                                       )

  K290AF, Rogue River, Oregon                                       )

  K224CL, Ruch, Oregon                                              )

  K242AB, Salem, Oregon                                             )

  K263AF, Sweet Home, Oregon                                        )

  K248AK, Draper, Utah                                              )

  K288AD, Myton and Rural, Utah                                     )

  K285BH, Park City, Utah                                           )

  KZHT-FM1, Park City, Utah                                         )

  K256AE, Provo, Utah                                               )

  KXMX-FM1, Laguna Hills, California                                )

  KFJO-FM3, Martinez, California                                    )

  KUFX-FM2, N. Morgan Hill, California                              )

  KXJO-FM1, Orinda, California                                      )

  KUFX-FM1, Santa Cruz, California                                  )

  KFJO-FM1, West Pittsburg, California                              )

  WDFM-FM1, Fort Wayne, Indiana                                     )

  WDFM-LP, Defiance, Ohio                                           )

                                                                    )
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**Clear Channel Broadcasting Licenses, Inc.** ) File No. BAL-990208GO

(Assignor) )

)

and )

)

**Mega Communications of St. Petersburg** )

**Licensee, L.L.C.** )

(Assignee) )

)

For the Assignment of the License of )

)

WZTM(AM), Largo, Florida )

)

**Clear Channel Broadcasting Licenses, Inc.** ) File Nos. BALH-990208GP,
GQ

(Assignor) )

)

and )

)

**CXR Holdings, Inc.** )

(Assignee) )

)

For the Assignment of the Licenses of )

)

WHPT(FM), Sarasota, Florida )

WFJO(FM), St. Petersburg, Florida )

)

**Clear Channel Broadcasting Licenses, Inc.** ) File Nos. BAL,
BALH-990208GS, GT

(Assignor) )

)

and )

)

**Radio One Licenses, Inc.** )

(Assignee) )

)

For the Assignment of the Licenses of )

)

WERE(AM), Cleveland, Ohio )

WENZ(FM), Cleveland, Ohio )

)

**Clear Channel Broadcasting Licenses, Inc.** ) File Nos. BAL,
BALH-990208GU-GW

(Assignor) )

)

and )

)

**Blue Chip Broadcasting, Ltd.** )

(Assignee) )

)

For the Assignment of the Licenses of )

)

WING(AM), Dayton, Ohio )

WGTZ(FM), Eaton, Ohio )

WING-FM, Springfield, Ohio )

)

**Clear Channel Broadcasting Licenses, Inc.** ) File No. BAL-990209GE

(Assignor) )

)

and )

)

**ABC, Inc.** )

(Assignee) )

)

For the Assignment of the License of )

)

WRBQ(AM), St. Petersburg, Florida )

)

**Clear Channel Broadcasting Licenses, Inc.** ) File No. BALH-990210GE

(Assignor) )

)

and )

)

**ARS Acquisition II, Inc.** )

(Assignee) )

)

For the Assignment of the License of )

)

WNCX-FM, Cleveland, Ohio )

)

**Clear Channel Broadcasting Licenses, Inc.** ) File Nos. BAL,
BALH-990210GF, GG

(Assignor) )

)

and )

)

**CBS Radio License Inc.** )

(Assignee) )

)

For the Assignment of the Licenses of )

)

WSJT(FM), Lakeland, Florida )

WRBQ-FM, Tampa, Florida )

)

**Jacor Licensee of Louisville, Inc.** ) File No. BAPH-990208GE

(Assignor) )

)

and )

)

**CXR Holdings, Inc.** )

(Assignee) )

)

For the Assignment of the License of )

)

WSFR(FM), Corydon, Indiana )

)

**Jacor Licensee of Louisville II, Inc.** ) File No. BALH-990208GF

(Assignor) )

)

and )

)

**CXR Holdings, Inc.** )

(Assignee) )

)

For the Assignment of the License of )

)

WVEZ-FM, Louisville, Kentucky )

)

**Citicasters Co.** ) File No. BALH-990208GG

(Assignor) )

)

and )

)

**Blue Chip Broadcasting, Ltd.** )

(Assignee) )

)

For the Assignment of the License of )

)

WLRS(FM), Louisville, Kentucky )

)

**Jacor Licensee of Louisville, Inc.** ) File Nos. BAL, BALH-990208GH,
GI

(Assignor) )

)

and )

)

**Blue Chip Broadcasting, Ltd.** )

(Assignee) )

)

For the Assignment of the Licenses of )

)

WFIA(AM), Louisville, Kentucky )

WDJX(FM), Louisville, Kentucky )

)

**Citicasters Co.** ) File No. BALH-990208GR

(Assignor) )

)

and )

)

**CXR Holdings, Inc.** )

(Assignee) )

)

For the Assignment of the License of )

)

WDUV(FM), New Port Richey, Florida )

)

**Clear Channel Broadcasting Licenses, Inc.** ) File Nos. BAL,
BALH-990210HR-HY

(Assignor) )

)

and )

)

**The Clear Channel Trust I, Charles E. Giddens,** )

**Trustee** )

(Assignee) )

)

For the Assignment of the Licenses of )

)

WBGB(FM), Ponte Vedra Beach, Florida )

WZNZ(AM), Jacksonville, Florida )

WQMF(FM), Jeffersonville, Indiana )

WHKW(FM), Salem, Indiana )

WHAS(AM), Louisville, Kentucky )

WKJK(AM), Louisville, Kentucky )

WWKY(AM), Louisville, Kentucky )

WAMZ(FM), Louisville, Kentucky )

)

**Citicasters Co., Jacor Broadcasting Corp.,** ) File Nos. BAL, BALH,
BAPLH,

### Jacor Licensee of Kansas City, Inc., Jacor ) BAPH-990210FV-FX, GU-HQ

### Jacor Broadcasting of Tampa Bay, Inc. and )

### Jacor Broadcasting of Sarasota, Inc. )

(Assignors) )

)

and )

)

**The Clear Channel Trust II, Charles E. Giddens,** )

**Trustee** )

(Assignee) )

)

For the Assignment of the Licenses of )

)

WTBT(FM), Bradenton, Florida )

WXTB(FM), Clearwater, Florida )

WSRZ-FM, Coral Grove, Florida )

WYNF(FM), Englewood, Florida )

WSPB(AM), Sarasota, Florida )

WCTQ(FM), Sarasota, Florida )

WDAE(AM), Tampa, Florida )

WFLA(AM), Tampa, Florida )

WAKS(FM), Tampa, Florida )

WFLZ-FM, Tampa, Florida )

WAMR(AM), Venice, Florida )

WDDV(FM), Venice, Florida )

WXEG(FM), Beavercreek, Ohio )

WTAM(AM), Cleveland, Ohio )

WGAR-FM, Cleveland, Ohio )

WMJI(FM), Cleveland, Ohio )

WMMS(FM), Cleveland, Ohio )

WMVX(FM), Cleveland, Ohio )

WONE(AM), Dayton, Ohio )

WMMX(FM), Dayton, Ohio )

WTUE(FM), Dayton, Ohio )

WBTT(FM), Englewood, Ohio )

WBKI(FM), Greenville, Ohio )

WLQT(FM), Kettering, Ohio )

WZLE(FM), Lorain, Ohio )

WIZE(AM), Springfield, Ohio )

)

**CXR Holdings, Inc.** ) File Nos. BALH-990218GI, GJ

(Assignor) )

)

and )

)

**The Cox Radio Trust, Paul C. Stone,** )

**Trustee** )

(Assignee) )

)

For the Assignment of the Licenses of )

)

WLSY(FM), New Albany, Indiana )

WRVI(FM), Valley Station, Kentucky )

)

**MEMORANDUM OPINION AND ORDER**

**Adopted: April 29, 1999 Released: April 29, 1999**

By the Chief, Mass Media Bureau:

1.  The Commission, by the Chief, Mass Media Bureau, acting pursuant to
    delegated authority, has before it for consideration the
    above-captioned applications for consent to transfer control of
    Jacor Communications, Inc. ("Jacor") to Clear Channel
    Communications, Inc. ("Clear Channel"), and to assign to third
    parties the licenses of 18 radio stations controlled by Jacor or
    Clear Channel concurrently with the merger. Also before the
    Commission are a number of trust applications related to the
    proposed merger, Clear Channel's requests for waiver of the
    one-to-a-market rule in connection with its proposed acquisition of
    Jacor radio stations in the Jacksonville, Florida television market,
    and Clear Channel's request for continuation of a one-to-a-market
    waiver for a Jacor radio-television combination in the Cincinnati,
    Ohio television market. *See* 47 C.F.R. § 73.3555(c). Three
    petitions to deny have been filed concerning the above-captioned
    applications. Opus Broadcasting Systems, Inc. (\"Opus\") and L.M.
    Communications, Inc. (\"LM\") challenge the proposed transfer of
    control to Clear Channel of Jacor radio station groups in the
    Medford-Ashland, Oregon and Lexington, Kentucky areas, respectively.
    In addition, WGUL-FM, Inc. ("WGUL") challenges the proposed
    assignments to third parties of six Jacor and Clear Channel radio
    stations in the Tampa, Florida area*.* For the reasons that follow,
    we will deny the petitions and grant the above-captioned
    applications and one-to-a-market waiver requests.[^1]

*BACKGROUND*

2.  Pursuant to an Agreement and Plan of Merger dated October 8, 1998,
    as amended, Jacor and Clear Channel propose to merge Jacor into a
    newly-created subsidiary of Clear Channel.[^2] Jacor, through
    wholly-owned subsidiaries including Citicasters Co., controls one
    television and 234 AM and FM broadcast stations throughout the
    country, as well as a number of FM translator and booster stations.
    The merger would create new radio station groups in the States of
    California, Florida, Kentucky, Ohio and Texas. Clear Channel also
    would acquire control of existing Jacor station groups in numerous
    areas where Clear Channel currently does not control any radio
    stations.

3.  To satisfy the Commission\'s local radio ownership rules, 47 C.F.R.
    § 73.3555(a), and to comply with the terms of an agreement with the
    Department of Justice ("DOJ"),[^3] the merging entities propose to
    divest a total of 18 radio stations in the areas of Tampa-St.
    Petersburg (\"Tampa\"), Florida, Louisville, Kentucky, and Cleveland
    and Dayton, Ohio. The merging entities intend to divest the stations
    concurrently with the merger. To effect compliance with the
    Commission's rules in the event that any of the divestitures cannot
    be consummated at the time of the merger, the merging entities also
    seek authority to assign stations they intend to retain in these
    four areas to contingent, holding trusts. With regard to
    Jacksonville, Florida, where the acquisition of Jacor stations also
    would cause Clear Channel to exceed the numerical limits of the
    local radio ownership rules, Clear Channel intends to divest two of
    its current stations.[^4] Not having found a buyer yet, Clear
    Channel proposes to comply with the rules by assigning the stations
    to an insulated divestiture trust concurrently with the merger.

4.  Number range level0Number range level1Number range level2Number
    range level3Number range level4Number range level5Number range
    level6Number range level7The proposed divestitures in turn would
    create new station groups controlled by third parties in the Tampa,
    Louisville and Dayton areas, including a new station group in
    Louisville controlled by Cox Radio, Inc. ("Cox").[^5] To ensure that
    its proposed acquisition of two Jacor Louisville stations will
    comply with the local radio ownership rules, Cox also requests
    authority to assign two of its current Louisville-area stations to
    an insulated divestiture trust at the time of the merger.[^6]

5.  The merger also implicates the Commission\'s one-to-a-market rule,
    which generally prohibits common ownership of radio and television
    stations in the same television market. 47 C.F.R.

§ 73.3555(c).[^7] Jacor recently obtained a conditional waiver of the
one-to-a-market rule for its common ownership of one TV, four AM and
four FM stations in the Cincinnati, Ohio television market, where Clear
Channel controls no stations. *Charles E. Reynolds*, DA 98-2370
(M.M.Bur. November 25, 1998).[^8] These stations would be transferred to
Clear Channel as a result of the merger. Clear Channel has submitted a
showing that the circumstances relevant to the recent waiver grant
remain the same in all material respects. Clear Channel also controls a
combination of one TV, two AM and four FM stations in the Jacksonville
television market pursuant to a conditional waiver, and provides
programming to another TV station pursuant to local marketing agreement
("LMA"). *See Paxson Communications Corp.*, 11 FCC Rcd 19583 (1997).
[^9] The Grade A contour of Clear Channel\'s Jacksonville television
station encompasses the communities of license of four Jacor stations.
[^10] As stated above, Clear Channel proposes to assign two of its
current Jacksonville radio stations to trust at the time of the merger
to effect compliance with the multiple ownership limits. *See supra*, n.
4 and accompanying text. In addition, to avoid increasing Clear
Channel's current total of six radio stations in the radio-television
combination, the merging entities propose to assign two Jacor
Jacksonville stations, WJGR(AM) and WZAZ(AM), to an insulated
divestiture trust following the merger. Accordingly, Clear Channel
requests a conditional waiver of the one-to-a-market rule for its
proposed combination of one TV, one AM, five FM stations and a TV LMA in
the Jacksonville television market,[^11] and a fixed-term, temporary
waiver of the rule to permit it to control two additional stations until
such time as the trust assignments can be effected.[^12]

6.  As discussed below, our action approving the merger will be
    conditioned on the divestiture of certain radio stations in the
    Tampa, Louisville, Cleveland and Dayton areas, or the assignment to
    trust of a sufficient number of stations in each area to effect
    compliance with the local radio ownership rules, concurrently with
    the merger. Our action also will be conditioned on the assignment to
    The Clear Channel Trust I, Charles E. Giddens, Trustee, of
    Jacksonville Clear Channel stations WZNZ(AM) and WBGB(FM)
    concurrently with the merger, and on the timely assignment to trust
    of stations WJGR(AM) and WZAZ(AM) following the merger. In addition,
    approval of Cox\'s proposed acquisition of two Jacor Louisville
    stations will be conditioned on Cox\'s concurrent assignment to the
    Cox Radio Trust, Paul C. Stone, Trustee, of stations WLSY(FM) and
    WRVI(FM). Furthermore, grant of Clear Channel's one-to-a-market rule
    waiver request for its proposed combination of one TV, one AM, five
    FM stations and a TV LMA in the Jacksonville television market will
    be conditioned on the outcome of the Commission's pending rule
    making proceedings regarding television ownership and attribution,
    *see Television Broadcast Ownership, Second Further Notice of
    Proposed Rule Making* in MM Docket Nos. 91-221 and 87-8, 11 FCC Rcd
    21655 (1996) (\"*Second Further NPRM*\"); *Attribution of Broadcast
    and Cable/MDS Interests, Further Notice of Proposed Rule Making* in
    MM Docket 94-150, 92-51 and 87-154, 11 FCC Rcd 19895 (1996)
    (\"*Further NPRM*\").

# LOCAL RADIO OWNERSHIP RULES

7.  The Commission's local radio ownership rules restrict the number of
    radio stations in the same service and the number of radio 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).[^13] 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
    percent of the stations in a market. 47 C.F.R. § 73.3555(a)(1).

8.  As stated above, the merger would result in Clear Channel\'s
    acquisition of control of existing Jacor station groups in numerous
    areas where Clear Channel now controls no radio stations, as well as
    the creation of new station groups in California, Florida, Kentucky,
    Ohio and Texas. In this section, we will first address Clear
    Channel\'s acquisition of control of Jacor groups in local radio
    markets where Clear Channel controls no radio stations. We also will
    consider the Opus petition to deny regarding the proposed transfer
    of an existing five-station Jacor group in the Medford-Ashland,
    Oregon area. We will then address new station groups created by the
    merger and the divestitures proposed by the merging entities in the
    areas of Tampa, Louisville, Cleveland and Dayton to effect
    compliance with the local radio ownership rules.[^14] In conjunction
    with our discussion of the merger and proposed divestitures in Tampa
    and Louisville, we will address the WGUL and LM petitions. Finally,
    we will consider the various trust mechanisms proposed by the
    merging entities and Cox.

9.  *Previously-approved station groups/Opus petition.* Clear Channel's
    acquisition of existing Jacor station groups in a number of local
    radio markets where Clear Channel now controls no radio stations
    involves common ownership of station groups that previously were
    reviewed under the local radio ownership rules and approved by the
    Commission. Jacor has submitted a declaration confirming that the
    common ownership of these stations continues to comply with the
    Commission's rules.[^15] With the exception of a five-station Jacor
    group in Medford-Ashland, Oregon, which is discussed below, we are
    aware of no other circumstances that would preclude Clear Channel's
    common ownership of these existing groups.

10. Opus, licensee of stations KCNA(FM), Cave Junction, KROG(FM), Grants
    Pass and KRTA(AM), Medford, Oregon, filed a timely petition to deny
    the proposed transfer to Clear Channel of a five-station Jacor group
    in Medford-Ashland, Oregon.[^16] Opus does not dispute that Jacor\'s
    common ownership of the stations complies with the numerical limits
    of the local radio ownership rules. Opus contends, however, that
    approval of their proposed transfer to Clear Channel would be
    contrary to the public interest because of competitive concerns.
    Opus does not identify any specific competitive issues, but argues
    that the Jacor group's high radio advertising revenue share in
    Medford-Ashland, together with the high share of a Citadel License,
    Inc. ("Citadel") group,[^17] creates a potential for
    anti-competitive action. Opus estimates that the Jacor group had
    shares of 53 percent in 1997 and 48 percent in 1998, and that the
    Citadel group had shares of 34 percent in 1997 and 36 percent in
    1998.[^18] Opus asserts that, in connection with a different merger,
    Jacor divested stations in order to satisfy DOJ concerns raised
    because Jacor would have controlled comparable shares in three
    affected markets.[^19] In its opposition, Jacor does not address the
    merits of Opus\'s petition, but argues that the petition should be
    dismissed because essentially it is an untimely petition for
    reconsideration of the Commission's previous action approving
    Jacor's common ownership of the station group. *See supra*, n. 16.

11. Initially, we reject Jacor's procedural argument. Section 310(d) of
    the Communications Act of 1934, as amended, requires the Commission
    to make a determination whether the proposed transfer or assignment
    of a broadcast license would be in the public interest. 47 U.S.C. §
    310(d). That requirement clearly encompasses the instant situation,
    in which control of an existing station group is proposed to be
    transferred from one entity to another. However, our review of the
    record in this case, and our independent competitive analysis,
    reveals no substantial and material question of fact warranting
    designation for hearing. *See Astroline Communications Co. v. FCC*,
    857 F.2d 1556 (D.C. Cir. 1988). Opus does not dispute that Clear
    Channel\'s ownership of the Jacor group is numerically permissible
    under the local radio ownership rules. At issue, therefore, is
    whether the transaction nevertheless would be contrary to the public
    interest due to the competitive concerns raised by Opus.

12. In considering issues of radio concentration pursuant to a public
    interest analysis, 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 Master Access Database ("BIA database"). *See*
    *KIXK, Inc.*, 13 FCC Rcd 15685, 15687 (1998). The stations in
    question here are in the Medford-Ashland Arbitron radio metro
    market. Their proposed transfer to Clear Channel would not increase
    their combined advertising revenue share of 48.4 percent, a level
    consistent with levels previously approved in other cases. *See,
    e.g., Shareholders of Citicasters, Inc.*, 11 FCC Rcd 19135,
    19145 (1996) (combined radio advertising revenue share of 49.01
    percent in Cincinnati).[^20] Thus, the proposed transfer of the
    Jacor group would not increase ownership concentration in the
    Medford-Ashland radio market. Opus also identifies the combined 90.6
    percent share level of the subject stations and the Citadel station
    group as a competitive problem. Under the circumstances, however,
    including the fact that the proposed transaction would not increase
    ownership concentration in the market and the lack of evidence of
    coordinated behavior between the group owners, this single
    competitive factor does not raise a substantial competitive concern
    warranting further inquiry. Accordingly, we find no substantial and
    material question of fact warranting further inquiry as to the
    effect of the proposed transfer on competition and diversity in the
    Medford-Ashland market. Based on the foregoing, and our independent
    review of the record in this case, we find that Clear Channel\'s
    acquisition of control of the existing five-station Jacor group in
    Medford-Ashland would be consistent with the public interest.[^21]

13. *New station groups*. The merger also would create new station
    groups in a number of local radio markets where both Jacor and Clear
    Channel control radio stations. Clear Channel has submitted showings
    demonstrating that its control of new station groups as a result of
    the merger would comply with the numerical limits of the local radio
    ownership rules in the following areas: (1) Salinas-San Jose,
    California; (2) Fort Myers, Florida; and (3) Houston, Texas. Our
    review of the record reveals no other circumstances that would
    preclude Clear Channel's common ownership of these new station
    groups.

14. In the Jacksonville, Tampa, Louisville, Cleveland and Dayton areas,
    however, Number range level0Number range level1Number range
    level2Number range level3Number range level4Number range
    level5Number range level6Number range level7Clear Channel's
    acquisition of control of Jacor stations would create new station
    groups exceeding the numerical limits of the local radio ownership
    rules. To satisfy the Commission's rules, as well as the Department
    of Justice's competition concerns, *see supra*, n. 3, the merging
    entities propose to divest 18 stations in the Tampa, Louisville,
    Cleveland and Dayton areas concurrently with the merger. We shall
    discuss each of these areas in turn, and then discuss the
    Jacksonville area, where Clear Channel proposes to comply with the
    local radio ownership rules by assigning the two stations to be
    divested to an insulated trust at the time of the merger.

15. *New station groups\-- Tampa/WGUL petition*. Jacor and Clear Channel
    collectively control a total of 26 stations in the Tampa area.
    Acquisition of Jacor's stations in this area would cause Clear
    Channel to exceed the numerical limits of the local radio ownership
    rules. To satisfy both the Commission's rules and the Department of
    Justice's competition concerns, Jacor and Clear Channel propose to
    divest a total of seven stations to Cox, CBS Radio License Inc.
    ("CBS"), ABC, Inc. ("ABC") and Mega Communications of St.
    Petersburg, L.L.C. ("Mega"). Clear Channel has submitted a showing
    which demonstrates that its common control of the remaining 19 Jacor
    and Clear Channel stations in the area would comply with the
    Commission's rules.[^22]

16. WGUL, licensee of stations WGUL-FM, Beverly Hills, WGUL(AM), Dunedin
    and WINV(AM), Inverness, Florida, filed a March 29, 1999 petition to
    deny the proposed divestitures to Cox, CBS and ABC.[^23] WGUL
    contends that the divestitures would be contrary to the public
    interest because they would distribute the stations in question to
    existing broadcasters in Tampa rather than add new broadcast voices
    to the radio market. According to WGUL, Clear Channel chose these
    buyers to limit the number of its competitors and retain \"the most
    attractive stations and the best chance to optimize market share.\"
    WGUL estimates that following the divestitures, Clear Channel, Cox,
    CBS and ABC together would control no less than 95 percent of radio
    advertising revenue shares in the Tampa market, and asserts that
    Clear Channel would retain all of the Class C FM stations. WGUL also
    states that its expressions of interest in purchasing one of the
    stations to be divested elicited no response from the merging
    entities. In addition, WGUL argues that either Jacor or Clear
    Channel has engaged in unfair methods of competition in Tampa.
    Specifically, WGUL states that \"\[o\]ne of the stations involved in
    this merger has a format comparable to the 'Music of Your Life'
    format of Petitioner. Petitioner has been made aware that its
    competitor has offered time on its station, bundled with other
    commonly-owned stations, to Petitioner\'s advertisers at rates so
    low that Petitioner cannot match them, provided, however, that the
    advertiser refrains from advertising on Petitioner\'s station.\"
    Finally, WGUL argues generally that consolidation of ownership
    deprives independent broadcasters of a \"viable exit strategy,\"
    reasoning that \"existing oligopolists in the market are either at
    their numerical limit of stations they can own . . . or have used
    their vastly superior position to so reduce the value of the
    independent station that it is available only at a ridiculously low
    price.\"

17. WGUL does not dispute that, following the proposed divestitures,
    Clear Channel, Cox, CBS and ABC would comply with the numerical
    limits of the local radio ownership rules in Tampa. At issue,
    therefore, is whether the divestitures nevertheless would be
    contrary to the public interest due to the competitive concerns
    raised by WGUL. *See supra*, ¶ 11; 47 U.S.C. § 310(d). As stated
    above, in considering such issues the Commission generally looks at
    the advertising revenue share of the proposed station group in the
    relevant Arbitron radio metro market, as reported in the BIA
    database. *See* *KIXK, Inc.*, 13 FCC Rcd at 15687. Here, the
    relevant Arbitron radio metro market is the Tampa market. Following
    the merger and divestitures, our independent analysis indicates that
    Clear Channel would control a total of eight stations in this market
    with a combined 1998 advertising revenue share of 43.3 percent, Cox
    would control seven stations with a combined share of 19.5 percent,
    and CBS would control five stations with a combined share of 30
    percent.[^24] Again, the Commission has approved similar share
    levels in other cases. *See Shareholders of Citicasters, Inc.*, 11
    FCC Rcd at 19145. These facts do not support the view that
    competition in Tampa will be harmed by the merger. We note,
    moreover, that the present number of independent radio station
    owners in the Tampa Arbitron market, 21, will remain the same after
    the merger and divestitures. We also find the Department of
    Justice's antitrust determination to be relevant and probative
    evidence regarding the competitive effect of the proposed
    transactions in Tampa. *See id.* at 19142 (DOJ antitrust
    determination considered in connection with Commission review of
    applicant's proposed radio ownership). DOJ has reviewed the
    competitive impact of the merger in Tampa and, subject to the
    proposed divestitures, determined not to challenge the merger on
    antitrust grounds. *See supra*, n. 3. DOJ's review included
    investigation of the proposed buyers of the stations to be divested
    in Tampa.

18. WGUL's other allegations are either incorrect or insufficient to
    warrant further inquiry. Contrary to WGUL's claim, Clear Channel
    would not retain all of the Class C FM stations in the market. Our
    analysis indicates that Clear Channel would control four Class C FM
    stations, Cox three and CBS one. WGUL also alleges that the merging
    entities failed to respond to its expressed interest in purchasing
    one of the stations to be divested. Specifically, it states that it
    made four telephone calls and sent \"a letter from \[its\]
    chairman\[.\]\" It does not identify the station in which it was
    interested or provide any other details regarding the circumstances
    underlying its allegation. WGUL's bare allegation is inadequate for
    us to make any inferences or conclusions regarding the merging
    entities' conduct. *See Area Christian Television, Inc.*, 60 RR 2d
    862, 864 (1986) (informal objections must contain adequate and
    specific factual allegations sufficient to warrant the relief
    requested). WGUL also alleges that one merging entity has engaged in
    unfair competition by offering low combination advertising rates to
    WGUL's advertisers and insisting that they not advertise on a WGUL
    station. Again, however, WGUL fails to provide specific evidence or
    information supporting its argument, such as the call letters of the
    stations in question or the source of its information regarding the
    alleged conduct. In any event, such unsupported and unadjudicated
    allegations of specific "unfair" competitive practices by Clear
    Channel and/or Jacor in the Tampa market do not warrant further
    Commission inquiry. *See Louis C. DeArias, Receiver*, 11 FCC Rcd
    3662, 3666 (1996) (allegation that group owner engaged in
    anticompetitive conduct by refusing to accept advertising for
    competing FM station on its television station in order to protect
    its own, similarly-formatted FM station did not warrant further
    inquiry where conduct had not been found to violate the antitrust
    laws). Finally, WGUL argues generally that ownership consolidation
    harms independent radio station owners by depriving them of a
    \"viable exit strategy.\" This argument, however, is purely
    speculative and unsupported by any evidence. In sum, therefore, we
    find no substantial and material question of fact regarding the
    effect of the proposed transaction on diversity and economic
    competition in Tampa that warrants further inquiry. *See Astroline
    Communications Co. v. FCC*, 857 F.2d at 1556. We have determined
    that Cox, CBS, ABC and Mega are otherwise qualified to acquire the
    Jacor and Clear Channel stations to be divested, and the
    applications to assign those stations will be granted.

19. *New station groups\-- Louisville/LM petition*. Jacor controls five
    stations licensed to Louisville and nearby Corydon, Indiana:
    WSFR(FM), Corydon, WFIA(AM), WDJX(FM), WLRS(FM) and WVEZ-FM,
    Louisville. Clear Channel controls an eight-station group in the
    Louisville area.[^25] Acquisition of Jacor\'s stations would cause
    Clear Channel to exceed the numerical limits of the local radio
    ownership rules in the Louisville area. In order to satisfy both the
    Commission's rules and the Department of Justice's competition
    concerns, Clear Channel proposes to divest the five Jacor stations
    to Blue Chip Broadcasting, Ltd. ("Blue Chip") and Cox. Despite these
    divestitures, Clear Channel's common ownership of Jacor stations in
    areas surrounding Louisville, including Lexington, Kentucky, would
    create new station groups. Clear Channel has submitted a showing
    which demonstrates that, following the merger and divestitures, its
    common ownership of Clear Channel and Jacor stations in Louisville
    and surrounding areas would comply with the local radio ownership
    rules.[^26] We have determined that Blue Chip and Cox are otherwise
    qualified to acquire the five Louisville-area Jacor stations to be
    divested, and the applications to assign those stations will be
    granted.[^27]

20. LM, licensee of stations WLXG(AM), Lexington and WGKS(FM), Paris,
    Kentucky, filed a timely petition to deny the merger as it relates
    to the proposed transfer of a six Jacor stations in the Lexington
    area.[^28] Clear Channel has demonstrated that the merger would
    create six local radio markets defined by the mutually overlapping
    service contours of Jacor and Clear Channel stations in Lexington,
    Louisville and Cincinnati, Ohio. *See supra*, n. 26. Because of LM's
    view of the relevant radio market here, however, its petition
    primarily concerns the existing six-station Jacor Lexington group,
    as well as Jacor's proposed acquisition of WBTF(FM) (formerly WAHY),
    Midway, Kentucky.[^29] LM argues that the Commission's contour
    overlap method of defining local radio markets, *see* 47 C.F.R.

§ 73.3555(a)(4)(ii), is harmful to competition as applied to Lexington
and other small and mid-sized markets because the Commission's method
counts more stations than compete economically within a market.
According to LM, Lexington should be considered a 25-station market, as
defined by Arbitron, rather than a 45-station market, as defined by the
Commission's rules.[^30] In considering whether the proposed transfer
would serve the public interest, LM argues that we should consider "the
true level of concentration" in Lexington based on the Arbitron
definition. In this regard, LM states that Jacor\'s Lexington group
commanded a 1997 radio advertising revenue share of 42 percent, and that
HMH Broadcasting, Inc.\'s (\"HMH\") Lexington group commanded a 48.6
percent share, based on BIA Publications, Inc. data.[^31] Like Opus, LM
argues that the Department of Justice previously has required
divestitures when faced with the prospect of a single entity controlling
comparable shares in other markets.[^32] Furthermore, LM contends that
Jacor\'s market power gives it undue influence over the buying patterns
of Lexington advertisers, to the disadvantage of smaller, independent
broadcasters such as LM. According to LM, \"advertisers feel compelled
to buy time from Jacor since it controls so many stations in Lexington;
however, due to Jacor\'s market dominance, Jacor\'s advertising rates
are higher and the advertisers have less or no money available to spend
on LM\'s stations.\"[^33] In addition, LM asserts that Jacor has engaged
in anticompetitive conduct by cancelling affiliation agreements with LM
station WLXG(AM) for nationally-syndicated talk programming such as the
Rush Limbaugh show, and transferring the programming to a Jacor
Lexington station, causing a decline in WLXG(AM)\'s ratings from 4.0 to
0.6 percent.[^34]

21. Inconsistenly with its argument that the relevant market includes
    only the 25 home-market stations recognized by Arbitron, LM also
    suggests that the combined Lexington, Louisville and Cincinnati
    metropolitan areas constitute a relevant market within which to
    assess the competitive effect of the proposed transfer. LM states
    that based on Arbitron ratings Jacor stations WLW(AM) and WSAI(AM),
    Cincinnati, and Clear Channel stations WHAS(AM), WWKY(AM) and
    WAMZ(FM), Louisville, garner audience shares in Lexington. In its
    Reply, LM also alleges that "\[i\]f this merger is allowed, one
    company will have a strangle-hold on the radio advertising markets
    in Louisville and Lexington, Kentucky, Columbus and Cincinnati,
    Ohio, and others. The concentration of Jacor-controlled radio
    stations in these regional markets affords Jacor the opportunity and
    ability to exercise undue influence over the buying patterns of many
    large advertisers operating in the Lexington market\[.\]" LM
    presents no BIA data or other information regarding ownership
    concentration in Louisville and Cincinnati, however.

22. In opposition, Jacor again argues that LM\'s petition should be
    dismissed because essentially it is an untimely petition for
    reconsideration of the Commission's previous approval of Jacor's
    ownership of the existing Jacor station group in Lexington. *See
    supra*, n. 29. Jacor also states that the Commission has made clear
    \"that it will not deny transaction applications based on market
    definitions that differ from those actually set forth in the current
    rules\[,\]\" citing *KIXK, Inc.*, 13 FCC Rcd at 15685, among other
    cases. Furthermore, Jacor maintains that WBTF(FM) is irrelevant to
    the merger because it is the subject of a separate assignment
    application that is neither contingent on nor included in the
    merger. *See supra*, n. 29.

23. Initially, we reject Jacor\'s arguments that LM\'s petition should
    be dismissed on procedural grounds. We have already rejected Jacor's
    suggestion that the transfer of an existing station group requires
    no consideration by the Commission. *See* 47 U.S.C. § 310(d);
    *supra*, ¶ 11. Moreover, we are not concerned here with the mere
    transfer of control of a previously-approved station group, because
    for purposes of applying the local radio ownership rules the merger
    would create new local radio markets involving the subject Jacor
    Lexington stations. *See supra*, n. 26. With regard to WBTF(FM),
    although the station is not owned by Jacor, it is attributable to
    Jacor due to Jacor\'s LMA with the licensee, WAHY-FM, Inc. *See* 47
    C.F.R. § 73.3555(a)(3). Thus, WBTF(FM) is relevant to our
    determination of whether the proposed transfer is numerically
    permissible under the local radio ownership rules. However, we shall
    not consider WBTF(FM) in our public interest analysis of the
    merger\'s competitive effect in Lexington. *See infra*, ¶¶ 25-27.
    The station\'s proposed transfer to Jacor is the subject of a
    pending, separate application that is not contingent on the merger.
    *See* supra, n. 29*.* LM has filed a petition to deny that
    application, and the Department of Justice is investigating the
    transaction separately. Based on these considerations, we believe
    that the issue of the competitive effect of WBTF(FM)\'s proposed
    transfer should be addressed in connection with the WBTF(FM)
    application, rather than here. Our action herein will in no way
    prejudge our consideration of the WBTF(FM) application.[^35]

24. We also reject LM's argument that Lexington should be considered a
    25-station market for purposes of applying the local radio ownership
    rules. As Jacor points out, the Commission generally has held that
    such arguments are appropriately considered in the context of the
    Commission's ongoing broadcast ownership rule review, rather than in
    the context of individual cases. *KIXK, Inc.*, 13 FCC Rcd at 15687;
    *see 1998 Biennial Review of Commission's Broadcast Ownership Rules
    and Other Rules Adopted Pursuant to Section 202 of the
    Telecommunications Act of 1996*, *Notice of Inquiry*, 13 FCC Rcc
    11276 (1998). LM does not dispute that the proposed transfer of
    Jacor\'s station interests in the relevant local radio markets, as
    defined in accordance with the Commission\'s rules, is numerically
    permissible under the local radio ownership rules. We find,
    therefore, that following the above-stated divestitures the proposed
    transfer to Clear Channel of Jacor's Lexington-area station
    interests would comply with the numerical limits of the local radio
    ownership rules.

25. We must determine, however, whether the transfer nevertheless would
    be contrary to the public interest in light of the competitive
    concerns raised by LM. *See* 47 U.S.C. § 310(d); *supra*, ¶ 11. As
    stated above, in considering such issues the Commission generally
    looks at the advertising revenue share of the proposed station group
    in the relevant Arbitron radio metro market, as reported in the BIA
    database. *See KIXK, Inc.*, 13 FCC Rcd at 15687. LM\'s argument that
    the combined Lexington, Louisville and Cincinnati metropolitan areas
    constitute a relevant market within which to assess the competitive
    effects of the transfer lacks merit. LM presents no evidence that
    the radio industry treats the combined markets as a single economic
    unit, or that the proposed co-owned stations in Louisville and
    Cincinnati attract Lexington radio advertisers. Furthermore,
    although the signals of some of the proposed co-owned Louisville and
    Cincinnati stations reach the Lexington Arbitron market, these
    stations\' minimal audience shares suggest that they do not have
    significant listening audiences in Lexington.[^36] Finally, we note
    that LM\'s argument that the combined markets constitute a relevant
    market contradicts its principal argument that the relevant market
    is the Arbitron-defined Lexington market, which excludes all of the
    proposed co-owned stations except Jacor's existing Lexington group.
    We find, therefore, that LM\'s allegations are insufficient to
    demonstrate that we should consider an area larger than the
    Lexington Arbitron market in analyzing the competitive effect of the
    proposed transfer.

26. We turn, then, to a competitive analysis of the proposed transfer's
    effect in the Lexington Arbitron market. The only prospective Clear
    Channel stations in the market are those already controlled by
    Jacor. The transfer would not increase the existing Jacor group's
    advertising revenue share of 42.9 percent, a level which is
    consistent with levels previously approved in other cases. *See
    Shareholders of Citicasters*, 11 FCC Rcd at 19145.[^37] Thus, there
    is no evidence that the merger would increase radio ownership
    concentration in the Lexington market. LM's hearsay allegation that
    \"advertisers feel compelled to buy time from Jacor" at higher rates
    because Jacor controls so many stations in Lexington, in the absence
    of more specific factual allegations, is insufficient to warrant
    further inquiry. *See Area Christian Television, Inc.*, 60 RR 2d
    at 864. LM also identifies the combined 87.7 percent share level of
    the subject station group and the HMH group as a competitive
    problem. Under the circumstances, however, including the fact that
    the proposed transaction would not increase ownership concentration
    in the market and the lack of evidence of coordinated behavior
    between the group owners, this single competitive factor does not
    raise a substantial competitive concern warranting further inquiry.

27. LM\'s allegations of anticompetitive conduct by Jacor are not
    relevant to the issue before us of the merger\'s effect on
    competition and diversity in Lexington. LM has presented no evidence
    that Jacor\'s alleged conduct was a product of its local market
    power. Indeed, it appears that Jacor would be able to engage in such
    conduct in any market where it owned even a single station, as a
    result of its rights to the syndicated programming in question. *See
    Revision of Radio Rules and Policies*, *Second Memorandum Opinion
    and Order* in MM Docket No. 91‑140, 9 FCC Rcd 7183, 7185 (1994)
    (\"Because radio stations can reasonably turn to other sources of
    supply outside of their local service area for much of their
    programming, we view the market for radio programming production as
    national in scope.\"). Furthermore, nothing in the record suggests
    that the conduct challenged by LM has been found to violate the
    antitrust laws. *See Louis C. DeArias, Receiver*, 11 FCC Rcd at
    3666; *supra*, ¶ 18. In sum, therefore, we find no substantial and
    material question of fact warranting further inquiry as to the
    effect of the proposed transfer on economic competition and
    diversity in Lexington.

28. *New station groups---Cleveland and Dayton*. Jacor controls six
    stations licensed to Cleveland and nearby Lorain, Ohio.[^38] Clear
    Channel controls three stations licensed to Cleveland: WERE(AM),
    WENZ(FM) and WNCX(FM). Acquisition of the six Cleveland-area Jacor
    stations would cause Clear Channel to exceed the numerical limits of
    the local radio ownership rules. In order to satisfy both the
    Commission's rules and the Department of Justice's competition
    concerns, Clear Channel proposes to divest WERE(AM) and WENZ(FM) to
    Radio One Licenses, Inc. (\"Radio One\"), and WNCX(FM) to ARS
    Acquisition II, Inc., a wholly-owned subsidiary of CBS Radio Inc.
    Thus, the merger would create no new station groups in the Cleveland
    area.[^39] We have determined that Radio One and CBS are otherwise
    qualified to acquire Clear Channel's stations, and the applications
    to assign WERE(AM), WENZ(FM) and WNCX(FM) will be granted.

29. In the Dayton area, Jacor controls eight stations.[^40] Clear
    Channel controls three stations: WING(AM), Dayton, WGTZ(FM), Eaton
    and WING-FM, Springfield, Ohio. Acquisition of Jacor's Dayton-area
    stations would cause Clear Channel to exceed the numerical limits of
    the local radio ownership rules. To satisfy both the Commission's
    rules and the Department of Justice's competition concerns, Clear
    Channel proposes to divest WING(AM), WING-FM and WGTZ(FM) to Blue
    Chip. Thus, the merger would create no new station groups in the
    Dayton area.[^41] We have determined that Blue Chip is otherwise
    qualified to acquire Clear Channel's stations in the Dayton area,
    and the application to assign WING(AM), WGTZ(FM) and WING-FM will be
    granted.

30. In sum, we find that Clear Channel's proposed acquisition of Jacor
    stations in the above-stated areas where Clear Channel already
    controls radio stations would comply with the numerical limits of
    the local radio ownership rules following the proposed divestitures
    in Tampa, Louisville, Cleveland and Dayton. Furthermore, the
    proposed assignees of the stations to be divested have demonstrated
    their qualifications to acquire the stations.[^42] With regard to
    the areas in question, our review of the record in this case reveals
    no other circumstances that warrant further inquiry. The Department
    of Justice has reviewed the merger and will require Jacor and Clear
    Channel to divest stations in Tampa, Louisville, Cleveland and
    Dayton, but otherwise has determined not to challenge the merger on
    antitrust grounds. *See supra*, n. 3. As stated above, the
    Commission has considered DOJ antitrust determinations in connection
    with its review of an applicant's proposed radio ownership. *See
    Shareholders of Citicasters, Inc.*, 11 FCC Rcd at 19142. We have
    taken into account the DOJ determination, which we find to be
    relevant and probative evidence concerning the competitive effect of
    the merger in the Tampa, Louisville, Cleveland and Dayton areas.
    This determination, together with our independent economic analysis
    and the conditions we will impose to ensure that both Clear Channel
    and Cox promptly effect compliance with the local radio ownership
    rules, persuade us that approval of the merger will not have an
    adverse effect on competition and diversity in the subject areas.
    *See, e.g., NewCity Communications, Inc.*, 12 FCC Rcd 3929, 3954-55
    (1997). With regard to the local radio ownership rules, therefore,
    we find that Clear Channel\'s acquisition of control of Jacor
    stations in the Salinas-San Jose, Fort Myers, Tampa, Louisville,
    Cleveland, Dayton and Houston areas would be consistent with the
    public interest. *See, e.g., S.E. Licensee G.P.*, 11 FCC Rcd 16727
    (1996); *Shareholders of Citicasters, Inc.*, 11 FCC Rcd at 19135.

31. *Trust applications\-- Jacksonville*. We turn, then, to
    consideration of the various trust applications filed in connection
    with the merger. In the Jacksonville area, Jacor controls five
    stations and Clear Channel controls six.[^43] Clear Channel's
    acquisition of Jacor stations in this area would cause Clear Channel
    to exceed the numerical limits of the local radio ownership rules.
    To satisfy these rules, Clear Channel intends to divest two of its
    current stations, WZNZ(AM), Jacksonville and WBGB(FM), Ponte Vedra
    Beach. Because it has not secured a buyer for the stations yet,
    Clear Channel proposes to assign them to an insulated divestiture
    trust, the Clear Channel Trust I, Charles E. Giddens, Trustee,
    concurrently with the merger. Pursuant to the terms of the trust
    agreement, Giddens would be charged with consummating the sale of
    the stations to any party who has entered into a contract by the
    date of the merger or, if no contract is in place, with securing and
    completing the sale to a qualified buyer. Clear Channel has
    submitted a showing which demonstrates that, following the merger
    and assignment to trust of WZNZ(AM) and WBGB(FM), its common
    ownership of Clear Channel and Jacor stations in the Jacksonville
    area would comply with the numerical limits of the local radio
    ownership rules.[^44] In addition, Clear Channel has submitted a
    showing demonstrating that Giddens' control of the two stations to
    be held in trust would comply with the local radio ownership rules.

32. The Commission has found that trusts legitimately may be used to
    avoid attribution of broadcast interests under the local radio
    ownership rules. *See* *Attribution of Ownership Interests*, *Report
    and Order* in MM Docket No. 83-46, 97 FCC 2d 997, 1023-24 (1984)
    (subsequent history omitted). Under the Commission's attribution
    criteria, the ownership interests of beneficiaries will not be
    attributed to them if they are sufficiently insulated to prevent the
    exercise of control or influence over the trustee. *Attribution of
    Ownership Interests*, 97 FCC 2d at 1023-24. We have reviewed the
    Clear Channel Trust I agreement and find that it conforms with the
    Commission\'s insulation standards. Although the trust is not
    irrevocable because it is subject to prompt termination upon
    divestiture of a sufficient number of stations, this provision does
    not affect the trust's eligibility for insulation from attribution.
    *See Stockholders of Infinity*, 12 FCC Rcd 5012, 5041 (1996). The
    trust agreement ensures that control of the stations to be held in
    trust rests with, and will be exercised solely by, the designated
    trustee, Charles E. Giddens. The trust agreement clearly states that
    there will be no communications between Clear Channel or its
    subsidiaries and Charles E. Giddens regarding the management or
    operation of the stations to be held in trust. In addition, Clear
    Channel and Giddens have represented that Giddens is an independent
    individual with no familial or business relationships with Clear
    Channel.[^45]

33. 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 they allow 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 Stockholders of Infinity*, 12 FCC Rcd at
5041. This is particularly true where the stations to be held in trust
will not be offered for sale to competitors who might otherwise choose
to acquire the stations in order to compete more effectively with the
merged entity. *Id.* Here, Clear Channel will hold attributable
interests in the maximum number of overall and/or same service stations
in Jacksonville at the same time that it holds beneficial interests in
additional stations in the same market through trust. In addition, the
stations to be placed in trust are not subject to any Department of
Justice requirements and, therefore, may not be offered for sale to
competitors.[^46] Under these circumstances, and consistent with
previous Commission actions, we believe that it is necessary to ensure
that the proposed trust is short term. *See id.* Accordingly, we will
approve assignment of WBGB(FM) and WZNZ(AM) to trust for a limited
period of up to six months. This will allow a reasonable period of time
for the necessary divestitures to be completed and the trust to be
terminated. Any request to extend this temporary period should be filed
at least 45 days prior to the end of the period and will be closely
scrutinized. In light of this condition, and based on our independent
competitive analysis, we are satisfied that the proposed assignment of
WBGB(FM) and WZNZ(AM) to trust will not have an adverse effect on
competition and diversity in Jacksonville.

34. *Trust applications--- contingent, holding trusts.* Jacor and Clear
    Channel also request authority to assign stations not to be divested
    in the Tampa, Louisville, Cleveland and Dayton areas to contingent,
    holding trusts, to effect compliance with the Commission\'s local
    radio ownership rules if any of the proposed divestitures cannot be
    consummated at the time of the merger. Clear Channel proposes to
    assign six Louisville stations to the Clear Channel Trust I. Jacor
    has filed applications to assign 12 Tampa stations, six Cleveland
    and eight Dayton stations to the Clear Channel Trust II, Charles E.
    Giddens, Trustee. Clear Channel has submitted showings which
    demonstrate that, with regard to each of these areas, Giddens'
    prospective common control of the stations to be held in trust would
    comply with the local radio ownership rules.

35. We have reviewed the contingent, holding trust agreements and find
    that they conform with the Commission\'s insulation standards. *See
    supra*, ¶ 32. Nevertheless, the proposed trusts raise competitive
    concerns similar to those discussed above, in that if they are
    implemented Clear Channel will hold beneficial interests in the
    maximum number of overall and/or same service stations through trust
    at the same time that it holds attributable interests in additional
    stations, and none of the stations to be placed in them is likely to
    be offered for sale to competitors. *See supra*, ¶ 33. Additional
    concerns are raised by the number of stations that Jacor and Clear
    Channel seek authority to place in trust. Given the 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 of Ownership
    Interests*, 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.
    However, Jacor and Clear Channel seek authority to place in trust
    more stations than would be necessary to comply with the numerical
    limits of the local radio ownership rules in Tampa, Louisville,
    Cleveland and Dayton.

36. Pursuant to staff request, Jacor and Clear Channel have submitted a
    letter dated March 19, 1999 discussing the trust applications filed
    in connection with the proposed merger ("*3/19/99 letter*"). With
    regard to the proposed contingent, holding trusts, the merging
    entities assert that the Commission previously has approved similar
    trust mechanisms in order to facilitate large, multi-station
    transactions. *See ARS*C, 13 FCC Rcd at 12440-41. They state that
    they have proposed holding trusts in the relevant areas based on
    concern that the changes in title concomitant with placing the
    stations to be divested in trust would render those stations
    ineligible for like-kind exchange tax treatment under the Internal
    Revenue Code. 26 U.S.C. § 1031.[^47] "If \[the merging entities\]
    were unable to structure the sales . . . to qualify for subsequent
    like-kind exchange treatment, the economics of sales to \[the
    proposed\] buyers would have been far less attractive. Consequently,
    "in line with their fiduciary duties to shareholders to minimize
    adverse tax consequences, while promoting their goal to increase
    minority ownership," the merging entities have proposed that some
    stations they ultimately will retain in an area be placed in holding
    trusts. Furthermore, Jacor and Clear Channel state that they have
    requested authority to place in trust more stations than necessary
    to comply with the local radio ownership rules for operational
    reasons: "\[a\]t present, each party has integrated many operations
    of its respective station clusters to enhance efficiencies. Stations
    in a cluster share management, engineering, sales staff,
    programming, accounting, studio and/or other station functions and
    facilities. By placing all stations in a cluster into the trust, the
    trustee will have all the requisite resources available to him to
    properly and independently operate the stations while in trust."

37. Based on the totality of the circumstances presented here, including
    the scale of the proposed merger, which involves Clear Channel's
    acquisition of 234 radio stations located throughout the country,
    the merging entities' showing of need for the proposed trust
    mechanisms, and the public interest benefits that will result from
    approval, we are persuaded that approval of the contingent, holding
    trust applications is appropriate for the limited purpose of
    facilitating this transaction. *Cf.* *Stockholders of CBS Inc.*, 11
    FCC Rcd 3733, 3755 (1995) ("facilitating a merger or
    multiple-station transaction by waiving our multiple ownership rules
    for a temporary period, particularly in a case like this where the
    conflicts are incidental to the much larger merger, will promote
    commerce, encourage investment in the broadcast industry, and allow
    for the free transferability of broadcast licenses."). In order to
    ensure that the proposed trusts are short term, we will approve
    assignment of the relevant stations to trust for a limited period of
    up to six months. *See supra*, ¶ 33. Any request to extend this
    temporary period should be filed at least 45 days prior to the end
    of the period and will be closely scrutinized.

38. *Trust applications---Cox*. To ensure that its proposed acquisition
    of Jacor Louisville-area stations WSFR(FM) and WVEZ-FM will comply
    with the numerical limits of the local radio ownership rules, *see
    supra*, ¶ 19, Cox requests authority to assign two of its current
    stations, WLSY(FM), New Albany, Indiana and WRVI(FM), Valley
    Station, Kentucky, to an insulated divestiture trust at the time of
    the merger.[^48] The proposed trust would be known as the Cox Radio
    Trust, and Paul C. Stone is the designated trustee. Cox has
    submitted a showing which demonstrates that, following its
    acquisition of the two Jacor stations and assignment of WLSY(FM) and
    WRVI(FM) to the trust, it would have attributable interests in three
    FM stations in a local radio market including no less than seven
    stations, in compliance with the local radio ownership rules.[^49]
    Cox also has submitted a showing demonstrating that Stone's control
    of the two Cox stations to be held in trust would comply with the
    Commission\'s multiple ownership limits.

39. We have reviewed the proposed Cox trust agreement and find that it
    conforms with the Commission\'s insulation standards. *See supra*,
    ¶ 32. Nevertheless, the trust application raises competitive
    concerns similar to those discussed above in connection with the
    Jacksonville divestiture trust. *See supra*, ¶ 33. In addition, as
    Cox is not a party to the merger itself, we must consider whether
    Cox has a sufficient nexus with the merger to justify its proposed
    use of an insulated trust. *See, e.g.*, *Stockholders of Infinity*,
    12 FCC Rcd at 5041-42 (approving use of insulated trusts by merging
    entities for the limited purpose of facilitating the merger).
    Moreover, as discussed below, as a result of Cox's proposal to place
    stations in trust we are presented with a situation in which
    trustees with shared business interests both may hold station
    interests in Louisville.

40. The merging entities contend in the *3/19/99 letter* that the
    circumstances surrounding the merger make the proposed Cox trust a
    necessary component of the merger. They explain that Blue Chip, an
    African-American owned broadcaster, expressed interest in acquiring
    certain of the Jacor Louisville stations, but could acquire only
    three of the five stations to be divested there.[^50] The only
    bidder on the remaining two Jacor Louisville stations (WSFR(FM) and
    WVEZ-FM) was Cox, which like Blue Chip already holds stations in the
    Louisville area. Thus, Jacor and Clear Channel contend that
    "\[n\]either Blue Chip nor Cox could have acquired all the Jacor
    stations that must be divested in Louisville for FCC and DOJ
    reasons, so that both transactions are necessary for the Merger to
    close." Furthermore, the merging entities assert that grant of the
    Cox trust application is necessary to avoid delays in closing the
    merger. Although Cox recently secured a buyer for its two Louisville
    stations, waiting for the necessary FCC approvals would require
    postponement of the merger closing.[^51] Moreover, unexpected
    closing delays might further postpone Cox's divestitures. In sum,
    therefore, Jacor and Clear Channel maintain that the nexus between
    Cox and the merger itself is sufficiently close to justify Cox's
    proposed use of an insulated trust here.

41. *Other trust issues*. Turning to the business relationship between
    Clear Channel's and Cox's proposed trustees, we note that Giddens
    and Stone commonly control nine radio stations licensed to
    communities in the State of Georgia and a television station in
    Tallahassee, Florida. Giddens and Stone have filed declarations with
    the Commission that, in the event that both hold stations in trust
    in Louisville, they will fulfill their fiduciary duties to the
    respective trust beneficiaries, compete vigorously with one another,
    and will not communicate regarding the operation or management of
    the stations they hold in trust.[^52] In addition, Clear Channel has
    submitted a showing which demonstrates that, even if Giddens' and
    Stone's prospective Louisville station interests were considered
    collectively, such interests would not exceed the multiple ownership
    limits. Based on Clear Channel's showing and the declarations
    submitted by Giddens and Stone, we are satisfied that their shared
    business interests should not preclude them from both holding
    station interests in Louisville as trustees.

42. Again, based on the totality of the circumstances presented here,
    including the scale of the proposed merger, the merging entities'
    showing of need for the proposed Cox trust, and the public interest
    benefits that will result from approval, we are persuaded that
    approval of the Cox trust application is appropriate for the limited
    purpose of facilitating this transaction. *See supra*, ¶ 37. To
    ensure that the proposed trust is short term, we will approve
    assignment of the relevant stations to trust for a limited period of
    up to six months. *See supra*, ¶ 33. This will allow a reasonable
    period of time for the necessary divestitures to be completed and
    the trusts to be terminated. Any request to extend this temporary
    period should be filed at least 45 days prior to the end of the
    period and will be closely scrutinized.

####### ONE-TO-A-MARKET RULE

43. *Cincinnati*. Pursuant to a conditional waiver of the
    one-to-a-market rule, Jacor controls a combination of one TV, four
    AM and four FM stations in the Cincinnati television market, where
    Clear Channel controls no stations. *Charles E. Reynolds*, DA
    98-2370 (M.M.Bur. November 25, 1998).[^53] These stations would be
    transferred to Clear Channel as a result of the merger. We have
    received no petitions or objections pertaining to the proposed
    transfer of Jacor's Cincinnati radio-television combination.
    Furthermore, Clear Channel has submitted a showing which
    demonstrates that the circumstances relevant to the recent waiver
    grant remain the same in all material respects. Under these
    circumstances, and in light of the recent nature of the Commission
    action granting a conditional one-to-a-market rule waiver for the
    Cincinnati radio-television combination, we find that re-evaluation
    of the combination pursuant to the case-by-case waiver standard is
    unnecessary, *see infra*, ¶ 46, and that continuation of the waiver
    for Clear Channel's common ownership of the combination would serve
    the public interest.

44. *Jacksonville\-- background*. Clear Channel controls a combination
    of one TV, two AM, four FM stations and a TV LMA in the Jacksonville
    television market pursuant to conditional waiver of the
    one-to-a-market rule. *See Paxson Communications Corp.*, 11 FCC Rcd
    19583 (1997).[^54] The Grade A contour of Clear Channel\'s
    Jacksonville television station, WAWS(TV), encompasses the
    communities of license of four Jacor stations: WJBT(FM), Green Cove
    Springs, WJGR(AM), WZAZ(AM) and WQIK-FM, Jacksonville, Florida. As
    discussed above, Clear Channel proposes to assign two of its current
    Jacksonville radio stations, WZNZ(AM) and WBGB(FM), to trust at the
    time of the merger to effect compliance with the local radio
    ownership rules. *See supra*, ¶ 31. In addition, to avoid increasing
    Clear Channel's current total of six radio stations in the
    Jacksonville radio-television combination, the merging entities
    propose to assign stations WJGR(AM) and WZAZ(AM) to an insulated
    divestiture trust following the merger.[^55] Therefore, Clear
    Channel requests a conditional waiver of the one-to-a-market rule
    for its proposed combination of one TV, one AM and five FM stations,
    as well as a TV LMA, in the Jacksonville television market, and a
    fixed-term, temporary waiver of the rule to permit it to control two
    additional stations until such time as the trust assignments can be
    effected. We shall consider first Clear Channel's conditional
    one-to-a-market waiver request, and then address the fixed-term,
    temporary waiver request. *See infra*, ¶¶ 63-64.

45. *One-to-a-market waiver showing*. Clear Channel bases its request
    for a one-to-a-market waiver on the standards adopted in the *Second
    Report and Order* in MM Docket No. 87-7, 4 FCC Rcd 1741 (\"*Second
    Report and Order*\"), *recon. granted in part, denied in part,* 4
    FCC Rcd 6489 (1989) (\"*Second Report and Order Recon.*\"). Under
    these standards, the Commission presumptively favors waiver requests
    involving television and radio station combinations in the top 25
    markets where at least 30 separately owned, operated and controlled
    broadcast licensees or \"voices\" would remain after the proposed
    combination.[^56] The Commission also favors waiver requests
    involving \"failed\" stations, that is*,* stations that have not
    been operating for a substantial period of time or are involved in
    bankruptcy proceedings. 47 C.F.R. § 73.3555 n. 7. Other waiver
    requests are evaluated using the case-by-case standard, as set forth
    in the *Second Report and Order*.

46. We shall review Clear Channel\'s waiver request under the
    case-by-case standard because the Jacksonville, Florida-Brunswick,
    Georgia Designated Market Area (\"Jacksonville DMA\") is the 54th
    largest DMA in the country and there is no claim that any of the
    stations involved is a \"failed station,\" as defined by the
    Commission. Moreover, evaluation of the waiver request under the
    case-by-case standard is appropriate because the proposed
    transaction involves common control of more than one same-service
    radio station with a television station. *See Revision of Radio
    Rules and Policies, Memorandum Opinion and Order* in MM Docket
    91-140, 7 FCC Rcd 6387, 6394 n. 40 (1992). Under the case-by-case
    standard, the Commission makes a public interest determination based
    upon the following criteria: (1) the potential public service
    benefits of joint operation of the facilities, such as the economies
    of scale, cost savings and programming and service benefits; (2) the
    types of facilities involved; (3) the number of media outlets owned
    by the applicant in the relevant market; (4) the financial
    difficulties of the stations involved; and (5) the nature of the
    relevant market in light of the level of competition and diversity
    after the joint operation is implemented. *Second Report and Order,*
    4 FCC Rcd at 1753-54. We note that not all five of the factors are
    necessarily relevant in each case. *See Second Report and Order
    Recon.,* 4 FCC Rcd at 6491. In support of its waiver request, Clear
    Channel has submitted a showing which addresses each of the five
    factors.

47. *Public service benefits of joint operation.* Clear Channel asserts
    that common ownership of its proposed radio-television combination
    will result in substantial cost savings, increased public interest
    programming and enhanced community outreach through the use of
    shared resources and cross-promotion. Clear Channel estimates that
    joint ownership of the radio and television stations in its proposed
    combination will result in total annual cost savings of \$635,000.
    Clear Channel intends to consolidate all of the radio stations\'
    facilities into the WAWS(TV) facility. Clear Channel estimates that
    this consolidation will produce total annual savings of \$170,000 in
    tower rent and lease costs. Clear Channel also projects total annual
    savings of \$210,000 in vendor services such as audience research,
    printing costs and promotional expenses, and of \$255,000 in
    personnel costs. Clear Channel argues that the significant cost
    savings and economies of scale attributable to combining the
    stations\' operations are precisely the kind of public interest
    benefits that justify a waiver of the one-to-a-market rule.

48. Clear Channel states that it will use at least a portion of its
    projected cost savings to enhance its news operations at WAWS(TV).
    Furthermore, Clear Channel states that it will make WAWS(TV)\'s news
    operation available to the radio stations in its proposed
    combination, enabling the radio stations to provide comprehensive
    local, national, and international news coverage without incurring
    the expense of developing and maintaining their own news staffs and
    facilities. Clear Channel states that public interest benefits of a
    non-programming nature also will flow from its ownership of the
    proposed combination. Clear Channel lists a number of community
    events and charitable causes that its television stations sponsor
    and promote on the air in their local communities each year. Clear
    Channel states that the radio stations in its proposed combination
    will participate in these activities, asserting that the combined
    efforts of the television and radio stations will reach larger
    audiences than otherwise would be possible and result in increased
    benefits to the events and causes involved. Furthermore, Clear
    Channel states that the stations in its proposed combination will
    work jointly to strengthen their equal employment opportunity
    (\"EEO\") recruitment efforts by sharing information on job
    openings, applicants and recruitment sources. To this end, Clear
    Channel states that it intends to participate in two job fairs
    focusing on the recruitment of African-Americans in the year
    immediately following the merger.

49. *Types of facilities/other media outlets*. Clear Channel has
    described the facilities of the stations that comprise its proposed
    combination.[^57] UHF station WAWS(TV) (Fox affiliate),
    Jacksonville, operates on channel 30 with authorized power of 2820
    kW from a tower height of 302 meters. WNZS(AM), Jacksonville,
    operates on 930 kHz with full-time power of 5 kW. WROO(FM),
    Jacksonville operates with 100 kW of power on 101.5 mHz from a
    446-meter antenna, and WQIK-FM, Jacksonville operates with 98 kW of
    power on 99.1 mHz from a 309-meter antenna. WPLA(FM), Callahan and
    WFSJ-FM, St. Augustine both operate with 50 kW of power, WPLA(FM) on
    93.3 mHz from a 141-meter antenna and WFSJ-FM on 97.9 mHz from a
    147-meter antenna. Finally, WJBT(FM), Green Cove Springs operates
    with authorized power of 6 kW on 92.7 mHz from a 91-meter antenna.

50. Clear Channel contends that its proposed combination will not be
    dominant from a technical standpoint. In this regard, Clear Channel
    asserts that its UHF station, WAWS(TV), competes with four VHF and
    five UHF television stations licensed to communities in the
    Jacksonville DMA. Clear Channel also contends that there are four FM
    and 10 AM stations in the relevant radio market with superior or
    comparable facilities to those of the radio stations in its proposed
    combination. Clear Channel argues that given the presence of these
    comparable or superior station facilities, and the number of
    independent broadcast \"voices\" in the market, the proposed
    combination does not present issues of market dominance inconsistent
    with the public interest.

51. Following consummation of the proposed merger and assignments, Clear
    Channel would control a combination of one TV, one AM and five FM
    stations. Clear Channel does not own any other broadcast or media
    interests in the relevant market. *See supra*, n. 57. However, Clear
    Channel provides programming to UHF station WTEV-TV (UPN affiliate),
    Jacksonville, which operates on channel 47. Clear Channel asserts
    that the Commission has held that a same-market television local
    marketing agreement will not be accorded significance in the
    analysis of an applicant\'s request for a one-to-a-market waiver. In
    addition, Clear Channel notes the low audience share ratings of the
    UHF stations that it programs. Clear Channel states that there are
    two other television stations in the Jacksonville DMA with
    individual audience shares exceeding the combined audience shares
    garnered by WAWS(TV), which it owns, and WTEV-TV, which it programs
    under the LMA.

52. *Economic status of stations*. Clear Channel states that none of the
    broadcast stations at issue is in financial distress. Clear Channel
    asserts, however, that the Commission has granted one-to-a-market
    waivers in other cases where financial difficulties were not a
    consideration. Furthermore, Clear Channel contends that this factor
    is not entitled to substantial weight where an applicant makes a
    strong showing that the public interest would otherwise be served by
    grant of the requested one-to-a-market waiver.

53. *Competition and diversity.* Clear Channel contends that its
    proposed combination will not have a significant adverse effect on
    either diversity or competition in the market. Clear Channel asserts
    that Jacksonville is the 54th largest DMA in the country. Clear
    Channel indicates that the market is served by 45 radio stations (19
    AM and 26 FM) and ten television stations. After the proposed
    merger, Clear Channel asserts that at least 33 separately owned
    broadcast \"voices\" would remain. Clear Channel also states that
    the DMA is served by other mass media outlets and lists 12 cable
    operators reaching 75 percent of the total households, one MDS and
    three MMDS operators, 16 LPTV stations and 6 daily and 14 weekly
    newspapers and publications. With regard to economic concentration
    and competition, Clear Channel states that WAWS(TV) garners a
    television advertising revenue market share of 17.7 percent, the
    radio stations in the proposed combination garner a total radio
    advertising revenue market share of 30.1 percent, and that the
    aggregate radio and television advertising revenue market share of
    the stations in the proposed combination is 21.6 percent. Clear
    Channel also states that the television and radio stations\'
    respective shares of total advertising revenue (including newspaper,
    outdoor, direct marketing, yellow pages, cable, internet, etc.) are
    only 7.54 and 5.34 percent.

54. *Discussion*. Before considering Clear Channel\'s one-to-a-market
    waiver request, we must determine what weight, if any, we should
    accord its existing LMA with WTEV-TV, Jacksonville. Currently,
    television LMAs are not attributable to the brokering station, nor,
    taken alone, are they considered a \"meaningful\" relationship
    within the scope of the cross-interest policy. At present,
    therefore, we will not accord significance to Clear Channel\'s LMA
    in evaluating its waiver request. We note, however, that the
    Commission has proposed to attribute television LMAs to the
    brokering station where, as here, the stations involved are in the
    same market and the brokerage arrangement includes more than 15
    percent of the brokered station\'s weekly broadcast hours. *See
    Further NPRM*, 11 FCC Rcd at 19908-09. In addition, the Commission
    has proposed that any LMA that would be attributable for duopoly
    rule purposes under this approach \"would also count in applying our
    other ownership rules, including, for example . . . the
    one-to-a-market rule (or radio-television cross-ownership rule).\"
    *Id.* at 19909 (footnotes omitted). And, while the Commission has
    proposed to grandfather those LMAs \-- such as the LMA here \-- that
    were entered into prior to November 5, 1996, the adoption date of
    the *Second Further NPRM*, it has also indicated that it would
    \"reserve the right . . . to invalidate an otherwise grandfathered
    LMA in circumstances that raise particular competition and diversity
    concerns, such as those that might be presented in very small
    markets.\" *Second Further NPRM*, 11 FCC Rcd at 21693-94.
    Accordingly, consistent with our treatment of transactions raising
    similar issues, we will condition the one-to-a-market waiver that we
    grant here on the outcome of these rule makings. *See REP WWBB
    G.P.,* 11 FCC Rcd 19689, 19693-94 (1996); *S.E. Licensee, G.P.,* 11
    FCC Rcd 16727, 16732 (1996). If final rules for attributing and
    grandfathering LMAs are established, we also would assess whether
    the class of transactions involving radio, television and LMA
    interests such as those involved here should be permitted to
    continue.

55. We now turn to consideration of Clear Channel\'s one-to-a-market
    waiver request. Clear Channel\'s proposed radio-television
    combination requires reliance on the statutory radio ownership
    limitations adopted in the Telecommunications Act of 1996 and
    incorporated into our rules. Issues related to radio and television
    cross-ownership remain pending in the television ownership
    proceeding, in which the Commission is considering eliminating or
    modifying the one-to-a-market rule. *Second Further NPRM*, 11 FCC
    Rcd at 21685. The Commission has concluded that pending the
    resolution of that proceeding, permanent waivers will not be granted
    for combinations exceeding one television/two AM/two FM stations.
    Instead, such combinations are eligible for temporary
    one-to-a-market waivers conditioned on the resolution of the issues
    raised concerning the one-to-a-market rule in the television
    ownership proceeding. Accordingly, we conclude that a permanent,
    unconditional waiver would not be appropriate here, but that Clear
    Channel has justified grant of a temporary, conditional waiver based
    on its case-by-case showing.

56. Under the first waiver criterion, Clear Channel has demonstrated
    that there will be significant economies of scale and cost savings
    arising from the consolidation of station facilities and personnel
    in the Jacksonville television market. Specifically, Clear Channel
    estimates total annual cost savings of approximately \$635,000.
    Further, Clear Channel states that its common ownership of the
    proposed radio-television combination will result in additional and
    improved public service programming. Clear Channel\'s cost savings
    will be used in part to enhance WAWS(TV)\'s news operations.
    WAWS(TV) also will produce news programming for airing on a local
    Clear Channel radio station and give another radio station access to
    audio feeds of news and weather coverage, including coverage of
    local emergencies. The stations in the proposed combination also
    will jointly sponsor and promote charitable causes and local
    community events in order to reach wider audiences. In addition, the
    stations will work together to increase the effectiveness of their
    EEO recruitment efforts by sharing information on job openings,
    applicants and recruitment sources.

57. Turning to the second factor, the Commission\'s \"concern with the
    types of facilities merging under the authority of a one-to-a-market
    waiver reflects our interest in assessing the potential impact of a
    proposed combination of stations in a given market in order that we
    might predict and avoid any significant adverse effect on diversity
    or competition from too powerful a combination.\" *Great American
    Television and Radio Co., Inc.*, 4 FCC Rcd 6347, 6349-50 (1989). In
    this regard, we must \"consider such factors as whether the proposed
    radio-television combination involves a UHF or VHF TV station or an
    AM or FM radio station, as well as the size or class of the stations
    involved. *Second Report and Order*, 4 FCC Rcd at 1753. Clear
    Channel\'s proposed combination involves a Fox-affiliated UHF
    station, WAWS(TV). We have verified that, excluding the LMA station
    WTEV-TV, WAWS(TV) competes in the market with three VHF and four UHF
    stations (including two network-affiliated VHF and three network
    affiliated UHF stations). We also have verified that three of these
    stations have facilities comparable or superior to those of
    WAWS(TV). With regard to the FM stations in the proposed
    combination, WROO(FM) is a 100 kW Class C station, WQIK-FM is a 98
    kW Class C1 station, WPLA(FM) and WFSJ-FM are 50 kW Class C2
    stations, and WJBT(FM) is a 6 kW Class A station. WNZS(AM) is a 5 kW
    Class B AM station. We have verified that there are five competing
    Class C FM stations in the relevant radio market, four of which are
    licensed to another group owner, Capstar Texas Limited Partnership.
    There are also a number of Class C1 and C2 FM facilities, and Class
    B AM stations, competing in the market. Thus, although Clear
    Channel\'s commonly owned facilities will be significant in
    technical terms, our analysis verifies that there are competing
    stations with comparable facilities, including at least one other
    multiple radio station group owner. Moreover, as discussed below,
    the relevant market is served by a substantial number of competing
    stations that represent a significant number of independent voices.
    The Commission has stated that, as the level of diversity and
    competition in the market increases, its concerns grounded in the
    technical strength of the combining facilities decreases. *Louis C.
    DeArias*, 11 FCC Rcd 3662, 3666 (1996).[^58]

58. Regarding the third factor, Clear Channel does not currently own any
    media outlets in the relevant market other than those involved in
    this waiver request. Clear Channel will acquire from Jacor station
    WSOL-FM, Brunswick, Georgia, which is in the Jacksonville DMA, but,
    as discussed above, *see supra*, n. 57, Clear Channel\'s ownership
    of this station does not come within the one-to-a-market rule's
    contour encompassment provisions. *See, e.g., Chancellor Media
    Illinois License Corp.*, DA 99-613 (M.M.Bur. April 1, 1999), ¶ 16.
    Turning to the fourth factor, although Clear Channel states that
    none of the broadcast stations at issue is in financial distress,
    the Commission has previously indicated that not all five factors
    need be present to justify grant of a waiver. *See Second Report and
    Order Recon.*, 4 FCC Rcd at 6491; *Great American Television and
    Radio Co., Inc.*, 4 FCC Rcd at 6349. The Commission has also granted
    a number of one-to-a-market waivers where there was no finding that
    any of the stations were in financial distress. *See, e.g.,
    DeArias*, 11 FCC Rcd at 3667; *Alta Gulf FM, Inc.*, 10 FCC Rcd 7750,
    7751 (1995); *Secret Communications, L.P.*, 10 FCC Rcd 6874, 6877
    (1995).

59. The final factor in our analysis relates to the level of diversity
    and competition in the relevant markets.[^59] Indicia of the level
    of diversity include the number of broadcast outlets, the number of
    separately owned and operated \"voices\" in the market, and the
    presence of cable and non-broadcast media. The Jacksonville DMA is
    ranked as the 54th largest DMA. We have verified that there are at
    least four VHF and six UHF television stations licensed in the DMA,
    and 19 AM and 20 FM radio stations in the Jacksonville television
    metro market.[^60] These 49 broadcast stations\-- 39 radio stations
    and 10 television stations\-- will be licensed to 31 separate owners
    following the proposed merger. A wide variety of other media are
    also available in the DMA, including six daily and 14 weekly
    newspapers and publications, 12 cable television systems and 16 LPTV
    stations.

60. With respect to economic concentration and competition, our
    independent analysis indicates that WAWS(TV) garnered a 17.7 percent
    share of 1997 television advertising revenue in the Jacksonville
    DMA, and two stations in the DMA had superior television advertising
    revenue and audience shares. The radio stations in Clear Channel\'s
    existing combination earned a radio advertising revenue share of
    15.7 percent, and the combined radio and television advertising
    revenue market share of the stations in the existing combination was
    16.6 percent.[^61] Following the proposed merger and assignments,
    Clear Channel's market share of radio advertising revenue will
    increase to 30.8 percent, and its combined radio and television
    advertising revenue share will increase to 22.1 percent.[^62]

61. We find that Clear Channel has demonstrated that the proposed
    radio-television combination will not create an undue concentration
    of ownership or control of the broadcast media in the relevant
    market. The number of broadcast stations and separately owned
    \"voices\" in the market is consistent with the levels of diversity
    approved in previous one-to-a-market waiver requests. *See, e.g.,
    Sunnyside Communications, Inc.*, 12 FCC Rcd 24443, (MMB 1997) (27
    \"voices\" in 50th ranked market); *Paxson Communications Corp.*, 12
    FCC Rcd 19583, 19594-95 (MMB 1997) (30 \"voices\" in 54th ranked
    market); *Triathlon Broadcasting of Little Rock Licensee, Inc.*, 12
    FCC Rcd 13907, 13913 (MMB 1997) (32 separate voices in 58th ranked
    market). The combined television and radio advertising revenue share
    of the proposed combination also is consistent with revenue shares
    approved in other waiver requests. *See, e.g., Triathlon
    Broadcasting of Little Rock Licensee, Inc.*, 12 FCC Rcd at 13913
    (24.97 percent of combined television and advertising revenue in
    57th ranked market).

62. In sum, we conclude that a conditional waiver of the one-to-a-market
    rule for Clear Channel\'s proposed radio-television combination in
    Jacksonville would serve the public interest. The relevant market is
    both diverse and highly competitive. Although some of Clear
    Channel\'s commonly owned facilities are technically significant,
    competing facilities do exist. Grant of the waiver will result in
    economic efficiencies and facilitate enhanced local programming by
    the stations in question. Moreover, grant of the waiver will
    facilitate the proposed merger. *See* *Stockholders of CBS Inc.*, 11
    FCC Rcd at 3755. Finally, Clear Channel will preserve the same
    aggregate number of television and radio stations following the
    proposed merger and assignments. *See Queen B Radio, Inc.*, DA
    99-109 (M.M.Bur. January 12, 1999) (conditional one-to-a-market
    waiver granted where station exchange changed the identity of one
    radio station in existing radio-television combination but did not
    change the aggregate number of television and radio stations). On
    balance, we are persuaded that the public benefits to be derived
    from Clear Channel\'s joint ownership of radio and television
    stations in this market would outweigh any negative effect on
    competition and diversity and, therefore, that waiver of the
    one-to-a-market rule is justified.

63. *Proposed WJGR(AM) and WZAZ(AM) trust assignments*. As stated above,
    to avoid increasing Clear Channel's current total of six radio
    stations in the Jacksonville radio-television combination, the
    merging entities propose to assign stations WJGR(AM) and WZAZ(AM) to
    an insulated divestiture trust, the Clear Channel Trust III,
    Charles E. Giddens, Trustee (File Nos. BAL-990416GE, GF). The
    merging entities seek authority to assign these stations to trust
    following the merger rather than concurrently therewith, because
    they intend to close the merger transaction promptly upon the
    instant action granting the above-captioned applications and
    one-to-a-market waiver request, but Commission action on the trust
    assignment application, which was filed on April 16, 1999, cannot
    occur for at least 30 days from the date of public notice of the
    application. *See* 47 C.F.R. § 73.3580(b). Thus, the closing of the
    merger transaction would have to be delayed if concurrent assignment
    of WJGR(AM) and WZAZ(AM) to trust were required. To facilitate a
    prompt closing of the merger, Clear Channel requests that we also
    waive Section 73.3555(c) of the Commission's rules to allow it to
    control the proposed radio-television combination *and* WJGR(AM) and
    WZAZ(AM) during the limited time period between the merger closing
    and assignment of these two stations to trust.

64. We conclude that grant of Clear Channel's waiver request for the
    limited purpose of facilitating the prompt closing of the merger
    would serve the public interest. Such a waiver would be for an
    extremely short period\-- probably less than 30 days\-- and would
    avoid the need to delay the entire merger transaction based on the
    incidental pendency of a trust application involving two stations.
    *See* *Stockholders of CBS Inc.*, 11 FCC Rcd at 3755 ("facilitating
    a merger or multiple-station transaction by waiving our multiple
    ownership rules for a temporary period, particularly in a case like
    this where the conflicts are incidental to the much larger merger,
    will promote commerce, encourage investment in the broadcast
    industry, and allow for the free transferability of broadcast
    licenses."). Consistent with the limited purpose of our action,
    grant of the waiver will be for a temporary period not to exceed 45
    days from the date of closing of the merger transaction, or within
    five days of the date of Commission approval of a trust assignment
    application for WZAZ(AM) and WJGR(AM), whichever is later. This will
    allow a reasonable period of time for the necessary assignments to
    be completed. Any request to extend this temporary period should be
    filed at least 15 days prior to the end of the period and will be
    closely scrutinized.

*OTHER MATTERS*

65. A license renewal application is now pending for Jacor station
    KXTA(AM), Los Angeles, California (File No. BR-970801CW). Generally,
    when license renewal and transfer applications involving the same
    broadcast station are both pending, the Commission refrains from
    acting on the transfer application until after it has taken action
    on the renewal. Where a transfer application overlaps with the
    renewal period of stations involved in a multiple-station transfer,
    however, the Commission will act on the transfer in the normal
    course \"so long as there remain no basic qualifications issues
    against the transferor and transferee that cannot be resolved in
    acting on the transfer and so long as both the transferor and
    transferee indicate in the record their express willingness to abide
    by such a procedure.\" *Capital Cities/ABC, Inc.*, 11 FCC Rcd 5841,
    5900-01 (1996). There are no unresolved basic qualifications issues
    against Jacor or Clear Channel.[^63] Clear Channel has demonstrated
    that it is otherwise qualified to acquire control of the Jacor
    station licenses in question, and that the merger and related
    applications are in the public interest. Moreover, Jacor and Clear
    Channel have provided written expressions of their willingness to
    assume the consequences associated with Clear Channel succeeding to
    the place of Jacor in the pending license renewal application for
    KXTA(AM). Therefore, we find that the pending KXTA(AM) license
    renewal application is not an impediment to approval of the merger,
    and that the public interest is served by facilitating this multiple
    station transfer without prejudicing the public\'s ability to
    comment on the license renewal application. *See Stockholders of CBS
    Inc.*, 11 FCC Rcd at 3747-50.

####### CONCLUSION

66. Accordingly, IT IS ORDERED, That the request for waiver of the
    Commission\'s one-to-

a-market rule, 47 C.F.R. § 73.3555(c), to permit common ownership of
stations WAWS(TV), Jacksonville, WPLA(FM), Callahan, WJBT(FM), Green
Cove Springs, WNZS(AM), WQIK-FM, WROO(FM), Jacksonville and WFSJ-FM, St.
Augustine, Florida IS GRANTED subject to the outcome of the pending
television ownership rule making proceeding, *Television Broadcast
Ownership, Second Further Notice of Proposed Rule Making* in MM Docket
Nos. 91-221 and 87-8, 11 FCC Rcd 21655 (1996), and of the pending
broadcast attribution rule making proceeding. *Attribution of Broadcast
and Cable/MDS Interests, Further Notice of Proposed Rule Making* in MM
Docket 94-150, 92-51 and 87-154, 11 FCC Rcd 19895 (1996). Should
divestiture be required as a result of those proceedings, Clear Channel
is directed to file an application for Commission consent to sell the
necessary station(s) within six months from the release of the final
Orders in those proceedings.

67. IT IS FURTHER ORDERED, That the request for waiver of the
    Commission\'s one-to-a-market rule, 47 C.F.R. § 73.3555(c), to
    permit common ownership of stations WAWS(TV), Jacksonville,
    WPLA(FM), Callahan, WJBT(FM), Green Cove Springs, WJGR(AM),
    WNZS(AM), WZAZ(AM), WQIK-FM, WROO(FM), Jacksonville and WFSJ-FM, St.
    Augustine, Florida IS GRANTED for the limited time period, not to
    exceed 45 days, between the consummation of the transfer of control
    of Jacor to Clear Channel and the assignment of WZAZ(AM) and
    WJGR(AM) to a divestiture trust conforming with the Commission's
    insulation standards, or within five days of the date of Commission
    approval of a trust assignment application for WZAZ(AM) and
    WJGR(AM), whichever is later. Any request to extend this temporary
    period should be filed at least 15 days prior to the end of the
    period and will be closely scrutinized.

68. IT IS FURTHER ORDERED, That the transfer of control of Jacor
    Communications, Inc. to Clear Channel Communications, Inc. (File
    Nos. BTC, BTCH, BTCFT, BTCFTB-981016A1, *et seq.*, BTC,
    BTCH-981125GG-GH, BTC, BTCH, BTCFTB, BTCTTL-981203GO-GQ and GR-GS,
    BTC, BTCH-981204GE-GF, BTCH-990106EF and BTC, BTCH-990108GI-GL) IS
    GRANTED with regard to the above-captioned broadcast stations,
    subject to the conditions that (1) Jacor and Clear Channel divest
    their respective interests in WSJT(FM), Lakeland, WZTM(AM), Largo,
    WDUV(FM), New Port Richey, WHPT(FM), Sarasota, WRBQ(AM), WFJO(FM),
    St. Petersburg, WRBQ-FM, Tampa, Florida, WSFR(FM), Corydon, Indiana,
    WFIA(AM), WDJX(FM), WLRS(FM), WVEZ-FM, Louisville, Kentucky,
    WERE(AM), WENZ(FM), WNCX-FM, Cleveland, WING(AM), Dayton, WGTZ(FM),
    Eaton and WING-FM, Springfield, Ohio, or assign to the Clear Channel
    Trusts I and/or II, Charles E. Giddens, Trustee, a sufficient number
    of station interests in the Tampa, Louisville, Cleveland and/or
    Dayton areas to effect compliance with the Commission's multiple
    ownership limits, 47 C.F.R. § 73.3555(a), concurrently with the
    transfer of control, (2) Clear Channel assign stations WZNZ(AM),
    Jacksonville and WBGB(FM), Ponte Vedra Beach, Florida to the Clear
    Channel Trust I concurrently with the transfer of control, and (3)
    Clear Channel assign stations WJGR(AM) and WZAZ(AM), Jacksonville to
    a divestiture trust in accordance with paragraph 67 herein following
    the merger.

69. IT IS FURTHER ORDERED, That the application for the assignment of
    the license of WZTM(AM), Largo, Florida from Clear Channel
    Broadcasting Licenses, Inc. to Mega Communications of St. Petersburg
    Licensee, L.L.C. (File No. BAL-990208GO) IS GRANTED.

70. IT IS FURTHER ORDERED, That the applications for the assignment of
    the licenses of WDUV(FM), New Port Richey, WHPT(FM), Sarasota and
    WFJO(FM), St. Petersburg, Florida from Citicasters Co. and Clear
    Channel Broadcasting Licenses, Inc. to CXR Holdings, Inc. (File Nos.
    BALH-990208GP-GR) ARE GRANTED.

71. IT IS FURTHER ORDERED, That the application for the assignment of
    the licenses of WERE(AM) and WENZ(FM), Cleveland, Ohio from Clear
    Channel Broadcasting Licenses, Inc. to Radio One Licenses, Inc.
    (File Nos. BAL, BALH-990208GS, GT) IS GRANTED.

72. IT IS FURTHER ORDERED, That the application for the assignment of
    the licenses of WING(AM), Dayton, WGTZ(FM), Eaton, WING-FM,
    Springfield, Ohio from Clear Channel Broadcasting Licenses, Inc. to
    Blue Chip Broadcasting, Ltd. (File Nos. BAL, BALH-990208GU-GW) IS
    GRANTED.

73. IT IS FURTHER ORDERED, That the application for the assignment of
    the license of WRBQ(AM), St. Petersburg, Florida from Clear Channel
    Broadcasting Licenses, Inc. to ABC, Inc. (File No. BAL-990209GE) IS
    GRANTED.

74. IT IS FURTHER ORDERED, That the application for the assignment of
    the license of WNCX-FM, Cleveland, Ohio from Clear Channel
    Broadcasting Licenses, Inc. to ARS Acquisition II, Inc. (File No.
    BALH-990210GE) IS GRANTED.

75. IT IS FURTHER ORDERED, That the application for the assignment of
    the licenses of WSJT(FM), Lakeland and WRBQ-FM, Tampa, Florida from
    Clear Channel Broadcasting Licenses, Inc. to CBS Radio License Inc.
    (File Nos. BAL, BALH-990210GF, GG) IS GRANTED.

76. IT IS FURTHER ORDERED, That the applications for the assignment of
    the licenses of WSFR(FM), Corydon, Indiana and WVEZ-FM, Louisville,
    Kentucky from Jacor Licensee of Louisville I, Inc. and Jacor
    Licensee of Louisville II, Inc. to CXR Holdings, Inc. (File No.
    BALH, BAPH-990208GE, GF) ARE GRANTED subject to the condition that,
    concurrently with the assignment of WSFR(FM) and WVEZ-FM, CXR
    Holdings, Inc. assign WLSY(FM), New Albany, Indiana and WRVI(FM),
    Valley Station, Kentucky to the Cox Radio Trust, Paul C. Stone,
    Trustee.

77. IT IS FURTHER ORDERED, That the applications for the assignment of
    the license of WFIA(AM), WDJX(FM) and WLRS(FM), Louisville, Kentucky
    from Citicasters Co. and Jacor Licensee of Louisville, Inc. to Blue
    Chip Broadcasting, Ltd. (File Nos. BAL, BALH-990208GG-GI) ARE
    GRANTED.

78. IT IS FURTHER ORDERED, That the applications to assign the licenses
    of WTBT(FM), Bradenton, WXTB(FM), Clearwater, WSRZ-FM, Coral Grove,
    WYNF(FM), Englewood, WZNZ(AM), Jacksonville, WBGB(FM), Ponte Vedra
    Beach, WSPB(AM), WCTQ(FM), Sarasota, WDAE(AM), WFLA(AM), WAKS(FM),
    WFLZ-FM, Tampa, WAMR(AM), WDDV(FM), Venice, Florida, WQMF(FM),
    Jeffersonville, WHKW(FM), Salem, Indiana, WHAS(AM), WKJK(AM),
    WWKY(AM), WAMZ(FM), Louisville, Kentucky, WXEG(FM), Beavercreek,
    WTAM(AM), WGAR-FM, WMJI(FM), WMMS(FM), WMVX(FM), Cleveland,
    WONE(AM), WMMX(FM), WTUE(FM), Dayton, WBTT(FM), Englewood, WBKI(FM),
    Greenville, WLQT(FM), Kettering, WZLE(FM), Lorain, WIZE(AM),
    Springfield, Ohio from Citicasters Co., Clear Channel Broadcasting
    Licenses, Inc., Jacor Broadcasting Corp., Jacor Licensee of Kansas
    City, Inc., Jacor Broadcasting of Tampa Bay, Inc. and Jacor
    Broadcasting of Sarasota, Inc. to The Clear Channel Trusts I and II,
    Charles E. Giddens, Trustee (File Nos. BAL, BALH, BAPLH-990210FV-FX,
    GU-HY), ARE GRANTED for a temporary six month period. Any request to
    extend this temporary period should be filed at least 45 days prior
    to the end of the period and will be closely scrutinized.

79. IT IS FURTHER ORDERED, That the application to assign the licenses
    of WLSY(FM), New Albany, Indiana, WRVI(FM), Valley Station, Kentucky
    from CXR Holdings, Inc. to The Cox Radio Trust, Paul C. Stone,
    Trustee (File Nos. BALH-990218GI, GJ) IS GRANTED for a temporary six
    month period. Any request to extend this temporary period should be
    filed at least 45 days prior to the end of the period and will be
    closely scrutinized.

80. IT IS FURTHER ORDERED, That approval of the transfer of control of
    Jacor stations WXTB(FM), Clearwater and WFLZ-FM, Tampa, Florida to
    Clear Channel is without prejudice to whatever action the Commission
    may deem appropriate with regard to pending complaints alleging

violations of Section 73.1206 of the Commission's rules in connection
with the operation of these stations. 47 C.F.R. § 73.1206.

> FEDERAL COMMUNICATIONS COMMISSION
>
> Roy J. Stewart

Chief, Mass Media Bureau

[^1]: ^?^ The Mass Media Bureau has delegated authority to act on
    uncontested one-to-a-market waiver requests that involve stations in
    the top 100 television markets and present no new or novel issues.
    *Louis C. DeArias*, 11 FCC Rcd 3662, 3667 (1996); *see also Second
    Further Notice of Proposed Rulemaking*, MM Docket Nos. 91-221 and
    87-8, 11 FCC Rcd 21655, 21689 (1996). Clear Channel's
    one-to-a-market waiver request is uncontested and presents no new or
    novel issues, and the Jacksonville television market is in top 100
    television markets. Thus, action pursuant to delegated authority is
    appropriate here.

[^2]: ^?^ The subsidiary, which is to be known as \"Jacor
    Communications, Inc.,\" will be the surviving company.

[^3]: ^?^ As set forth in a DOJ Press Release dated April 22, 1999, the
    Department of Justice cleared the merger after the merging entities
    agreed to resolve DOJ's competitive concerns through the proposed
    divestitures.

[^4]: ^?^ WZNZ(AM), Jacksonville and WBGB(FM), Ponte Vedra Beach.

[^5]: ^?^ The Louisville stations to be divested to CXR Holdings, Inc.,
    a wholly-owned subsidiary of Cox, are WSFR(FM), Corydon, Indiana and
    WVEZ-FM, Louisville, Kentucky. CXR Holdings, Inc. also is the
    proposed assignee of three stations to be divested in the Tampa
    area, WDUV(FM) (formerly WTBT), New Port Richey, WHPT(FM), Sarasota
    and WFJO(FM) (formerly WILV), St. Petersburg, Florida. In exchange
    for these five stations, Cox proposes to assign to Clear Channel a
    five-station group in the Syracuse, New York area (File Nos. BAL,
    BALH-990208FN-FR). Clear Channel and Cox have requested that this
    assignment application be processed simultaneously with the
    above-captioned applications to divest stations to Cox. The Cox
    assignment application is addressed in a separate decision that will
    be released concurrently with our action herein. *See Letter to
    Elizabeth A. McGeary, Esq.*, DA 99-804 (Chief, Mass Media Bureau,
    April 29, 1999).

[^6]: ^?^ WLSY(FM), New Albany, Indiana and WRVI(FM), Valley Station,
    Kentucky.

[^7]: ^?^ Section 73.3555(c) of the Commission\'s rules prohibits the
    common ownership of radio and television stations in the same market
    if the Grade A contour of the television station encompasses the
    entire community of license of the AM or FM station or, conversely,
    if the 2 mV/m contour of the AM station or the 1 mV/m contour of the
    FM station encompasses the entire community of license of the
    television station.

[^8]: ^?^ VHF television station WKRC-TV, a CBS affiliate, and radio
    stations WCKY(AM), WLW(AM), WKRC(AM), WSAI(AM), WEBN(FM), WKFS(FM)
    and WVMX(FM), Cincinnati.

[^9]: ^?^ UHF television station WAWS(TV), Jacksonville, a Fox
    affiliate, and radio stations WPLA(FM), Callahan, WNZS(AM),
    WZNZ(AM), WROO(FM), Jacksonville, WBGB(FM), Ponte Vedra Beach and
    WFSJ-FM, St. Augustine, Florida. Clear Channel provides programming
    to UHF television station WTEV-TV, Jacksonville, a UPN affiliate.

[^10]: ^?^ WJBT(FM), Green Cove Springs, WJGR(AM), WZAZ(AM) and WQIK-FM,
    Jacksonville, Florida.

[^11]: ^?^ Following the merger and trust assignments, the stations in
    Clear Channel's radio-television combination would be UHF television
    station WAWS(TV), Jacksonville (Fox affiliate), WPLA(FM), Callahan,
    WJBT(FM), Green Cove Springs, WNZS(AM), WQIK-FM, WROO(FM),
    Jacksonville and WFSJ-FM, St. Augustine. Clear Channel also would
    continue its LMA with UHF television station WTEV-TV, Jacksonville
    (UPN affiliate).

[^12]: ^?^ Whereas Jacor and Clear Channel intend to close the merger
    transaction promptly upon Commission approval of the above-captioned
    applications, Commission action on the trust assignment application
    for WJGR(AM) and WZAZ(AM), which was filed on April 16, 1999 (File
    Nos. BAL-990416GE, GF), cannot occur for at least 30 days from the
    date of public notice. *See* 47 C.F.R. § 73.3580(b). To facilitate a
    prompt closing of the merger, therefore, Clear Channel also requests
    that Section 73.3555(c) of the Commission's rules be waived to allow
    Clear Channel to control its proposed radio-television combination
    *and* WJGR(AM) and WZAZ(AM) during the limited time period between
    the merger closing and the WJGR(AM) and WZAZ(AM) trust assignments.
    *See infra*, ¶¶ 63-64.

[^13]: ^?^ In the following discussion, the term "local radio market"
    refers specifically to a market defined pursuant to the Commission's
    local radio ownership rules, as distinguished from a market defined
    by any other standard, such as Arbitron-defined radio metro markets.

[^14]: ^?^ We note that the Commission public notice accepting the
    merger application requested comment on the transaction's effect on
    competition and diversity with regard to Clear Channel's proposed
    acquisition of Jacor stations in these four areas and in
    Jacksonville.

[^15]: ^?^ The declaration, by Robert M. Gates, Jr., is based on review
    of Jacor's previously-filed multiple ownership showings in light of
    the relevant Jacor stations' present (and, where applicable,
    proposed) contours and the number of commercial stations operating
    within each local radio market. Jacor also submitted updated
    showings for station groups in the Rochester, New York and
    Albany-Corvallis-Portland, Oregon areas, reflecting proposed
    facilities changes to stations WNVE(FM) and WMAX-FM, South Bristol
    Township, New York (File Nos. BPH-981021IB, ID) and KKLQ(FM),
    Vancouver, Washington (File No. BMPH-981117IE).

[^16]: ^?^ KKJJ(FM), Ashland, KZZE(FM), Eagle Point, KRWQ(FM), Gold
    Hill, KMED(AM) and KLDZ(FM) (formerly KOPE), Medford, Oregon. The
    Commission approved Jacor\'s common ownership of these stations on
    July 17, 1998, in connection with Jacor's uncontested application to
    acquire KKJJ(FM), KZZE(FM), KRWQ(FM) and KMED(AM) (File Nos. BAL,
    BALH-980515GE-GH).

[^17]: ^?^ KTMT(AM), KCMX-FM, Ashland, KBOY-FM, KTMT-FM, Medford,
    KCMX(AM) and KAKT(FM), Pheonix, Oregon. Citadel has filed an
    application to assign these stations to Marathon Media, L.P. (File
    Nos. BAL, BALH, BAPLH-990209A5, A6, B9, C1 through C3).

[^18]: ^?^ Opus estimates that its three-station group had shares of 13
    percent in 1997 and 16 percent in 1998. In a declaration attached to
    the petition, Dean R. Flock, Opus\'s Vice-President, states that
    these estimates are \"based upon a number of sources, including
    personal knowledge of the market, personal knowledge of the rate
    cards offered by competitors, personal knowledge of spot loads,
    information on sales figures received from employees who have worked
    for competing groups, and revenue breakdowns published by *Radio &
    Records*.\"

[^19]: ^?^ Opus cites an August 17, 1998 *Broadcasting & Cable* report
    concerning Jacor\'s acquisition of Nationwide Communications, Inc.
    and identifying DOJ concerns regarding prospective Jacor shares of
    42 percent in San Diego, California, 43 percent in Cleveland and 58
    percent in Columbus, Ohio.

[^20]: ^?^ Our combined advertising revenue share figure is based on
    Jacor station revenues over the past four quarters, as reported in
    the BIA database. Based on the same data, the Citadel group's
    combined revenue share is 42.2 percent.

[^21]: ^?^ Jacor has applications pending to acquire the following
    stations in local radio markets where Clear Channel controls no
    stations: KESZ(FM), KNIX-FM, Phoenix, Arizona (File Nos.
    BALH-990323GJ, GK); KSPE(FM), Ellwood and KBKO(AM), Santa Barbara,
    California (File Nos. BAL, BALH-981028EE, EF); WMBL(AM), Morehead
    City, North Carolina (File No. BAL-990406EB); WCHI(AM) and WFCB(FM),
    Chillicothe, Ohio (File Nos. BAL, BALH-980918GR, GS); K257BT, Cave
    Junction, Oregon (BALFT-980515GN); WBZY(AM), New Castle,
    Pennsylvania (File No. BAL-990324GM); and KMUS-FM, Burns, Wyoming
    (File No. BALH-980324GM). Because the proposed assignments have not
    been approved by the Commission or consummated, we shall dismiss
    stations WCHI(AM), WFCB(FM), K257BT and KMUS-FM from the
    above-captioned merger application (File Nos. BTCH,
    BTCFT-981016O6-O7, P5 and T2). We also shall dismiss the separate
    applications for transfer of control of stations KESZ(FM), KNIX-FM,
    KSPE(FM), KBKO(AM), WMBL(AM) and WBZY(AM) from Jacor to Clear
    Channel (File Nos. BTC, BTCH-981204GZ-HA, BTCH-990323GH, GI,
    BTC-990324GH, BTC-990406EA). Our action herein in no way prejudges
    our consideration of these assignment applications. Furthermore,
    Commission records indicate that the assignment of station WBTJ(FM)
    (formerly WRBP), Hubbard, Ohio to Jacor, which was authorized on
    September 17, 1998 (File No. BALH-980528GE), has not been
    consummated. Accordingly, we shall dismiss WBTJ(FM) from the merger
    application (File No. BTCH-981016O8).

[^22]: ^?^ Clear Channel's showing demonstrates that a chain of 11 local
    radio markets would be created by its acquisition of Jacor stations
    in the Tampa area. These market are defined by the principal
    community contours of the following stations: (1) WTBT(FM) (formerly
    WDUV), Bradenton, WSSR(FM), WXTB(FM), Clearwater, WHNZ(AM), Pinellas
    Park, WDAE(AM), WFLA(AM), WAKS(FM) and WFLZ-FM, Tampa; (2) WTBT(FM),
    Bradenton, WSSR(FM), Clearwater, WHNZ(AM), Pinellas Park, WCTQ(FM)
    (formerly WSRZ-FM), Sarasota, WFLA(AM), WAKS(FM) and WFLZ-FM, Tampa;
    (3) WTBT(FM), Bradenton, WDAE(AM) (construction permit application
    facilities ("APP") only\-- File No. BP-971021AA), WFLA(AM),
    WAKS(FM), WFLZ-FM, Tampa, WHNZ(AM), Pinellas Park, WSPB(AM) and
    WCTQ(FM), Sarasota; (4) WTBT(FM), Bradenton, WSRZ-FM (formerly
    WYNF), Coral Grove, WAKS(FM), WFLZ-FM, Tampa, WSPB(AM) and WCTQ(FM),
    Sarasota; (5) WSRZ-FM, Coral Grove, WSPB(AM), WCTQ(FM), Sarasota,
    WAMR(AM) and WDDV(FM) (formerly WCTQ), Venice; (6) WIKX(FM),
    Charlotte Harbor, WSRZ-FM, Coral Grove, WOST(FM), Port Charlotte,
    WKII(AM), Punta Gorda and WAMR(AM), Venice; (7) WIKX(FM)
    (construction permit ("CP") only\-- File No. BPH-970626II),
    Charlotte Harbor, WSRZ-FM, Coral Grove, WSPB(AM), WCTQ(FM),
    Sarasota, WAMR(AM) and WDDV(FM), Venice; (8) WIKX(FM) (CP only),
    Charlotte Harbor, WSRZ-FM, Coral Grove, WYNF(FM) (formerly WLTF),
    Englewood, WSPB(AM), WCTQ(FM), Sarasota, WAMR(AM) and WDDV(FM),
    Venice; (9) WTBT(FM), Bradenton, WWNZ(AM), Orlando, WQTM(AM), Pine
    Hills, WAKS(FM) and WFLZ-FM, Tampa; (10) WTBT(FM), Bradenton,
    WXTB(FM), Clearwater, WQTM(AM), Pine Hills, WDAE(AM) (APP only),
    WFLA(AM) (CP only\-- File No. BP-970527AC), WAKS(FM) and WFLZ-FM,
    Tampa; and (11) WTBT(FM), Bradenton, WSRZ-FM, Coral Grove (CP
    only\-- File No. BPH-981112IA), WHNZ(AM), Pinellas Park, WSPB(AM),
    WCTQ(FM), Sarasota, WFLA(AM), WAKS(FM) and WFLZ-FM, Tampa. With
    regard to WCTQ(FM), this station is licensed as a Class A FM station
    but is operating pursuant to program test authority (\"PTA\") as a
    Class C3 station (File No. BPH-940323IC). Jacor also has a
    construction permit to upgrade the station to a Class C2 station
    (File No. BPH-981123IB). WCTQ(FM) is included in local radio market
    (2) above based on its PTA and CP facilities only, in (7) based on
    its licensed and PTA facilities only, and in (8) based on its PTA
    facilities only.

[^23]: ^?^ Clear Channel, Cox, CBS and ABC filed a joint opposition to
    WGUL's petition on April 8, 1999, and WGUL filed a reply to the
    joint opposition on April 20, 1999. We shall treat WGUL's petition
    as an informal objection because it is not supported by affidavit or
    declaration under oath, as required by Section 73.3584(b) of the
    Commission\'s rules. 47 C.F.R. § 73.3584(b); *see, e.g., Roy H. Park
    Broadcasting of Washington, Inc.*, 9 FCC Rcd 860, 861 (1994).

[^24]: ^?^ Our advertising revenue share figure is based on combined
    station revenues over the past four quarters, as reported in the BIA
    database. ABC, the other proposed assignee challenged by WGUL, would
    control a single station in the Tampa Arbitron market, WRBQ(AM),
    Tampa, with an advertising revenue share of 0.6 percent. The
    difference between the number of stations Clear Channel would
    control in the Tampa Arbitron market and in the Tampa local radio
    markets is the result of the different market definition utilized by
    the Commission for purposes of applying the multiple ownership
    limits. *See* 47 C.F.R. § 73.3555(a); *supra*, n. 13, 22.

[^25]: ^?^ WQSH(FM), Clarksville, WQMF(FM), Jeffersonville, WHKW(FM),
    Salem, Indiana, WHAS(AM), WKJK(AM), WWKY(AM), WAMZ(FM) and WTFX(FM),
    Louisville, Kentucky.

[^26]: ^?^ Clear Channel's showing demonstrates that six local radio
    markets would be created by the mutually overlapping contours of
    Clear Channel's Louisville stations and Jacor stations in Lexington,
    Kentucky and Cincinnati, Ohio. These markets are defined by the
    service contours of the following stations: (1) WTKT(AM),
    Georgetown, WLAP(AM), WBUL(FM), WMXL(FM), Lexington, WLKT(FM),
    Lexington-Fayette, WHAS(AM), Louisville, WBTF(FM) (formerly WAHY),
    Midway and WKQQ(FM), Winchester, Kentucky; (2) WBUL(FM), WMXL(FM),
    Lexington, WHAS(AM) and WWKY(AM), Louisville; (3) WLAP(AM),
    WBUL(FM), WMXL(FM), Lexington, WHAS(AM), Louisville, WKQQ(FM),
    Winchester and WKRC(AM), Cincinnati; (4) WLAP(AM), WBUL(FM),
    WMXL(FM), Lexington, WHAS(AM), Louisville, WKQQ(FM), Winchester (CP
    only\-- File No. BPH-971120IB), WLW(AM) and WKRC(AM), Cincinnati;
    (5) WLAP(AM), Lexington, WHAS(AM), Louisville, WLW(AM), WKRC(AM) and
    WSAI(AM), Cincinnati; (6) WHAS(AM), Louisville, WLW(AM), WKRC(AM),
    WSAI(AM) and WVMX(FM), Cincinnati. Jacor does not own WBTF(FM), but
    the station is attributable to Jacor because Jacor provides more
    than 15 percent of the programming per week pursuant to a time
    brokerage or local marketing agreement (\"LMA\"). *See* 47 C.F.R. §
    73.3555(a)(3).

[^27]: ^?^ Our approval of the assignment of stations WSFR(FM) and
    WVEZ-FM to Cox will be conditioned on Cox's assignment to insulated
    divestiture trust of WLSY(FM) and WRVI(FM). *See infra*, ¶ 38.

[^28]: ^?^ Jacor filed an opposition to the petition to deny on January
    5, 1999, and LM filed a reply on January 19, 1999. We treat LM\'s
    petition to deny as an informal objection because it is not
    supported by affidavit or declaration under oath, as required by
    Section 73.3584(b) of the Commission\'s rules. 47 C.F.R. §
    73.3584(b); *see, e.g., Roy H. Park Broadcasting*, 9 FCC Rcd at 861.

[^29]: ^?^ Jacor's existing group consists of WTKT(AM), Georgetown,
    WLAP(AM), WBUL-FM, WMXL(FM), Lexington, WLKT(FM), Lexington-Fayette,
    and WKQQ(FM), Winchester, Kentucky. Its common ownership of these
    stations was approved by the Commission on July 30, 1997, in
    connection with Jacor\'s uncontested applications to acquire
    stations WTKT(AM), WBUL-FM and WLKT(FM) (File Nos. BAL,
    BAPLH-961213GE, GF, BALH-970117GL). Jacor's application to acquire
    control of WBTF(FM) is pending before the Commission (File No.
    BTCH-981117GE). *See Public Notice*, Report No. 24397 (December 29,
    1998); s*ee also infra*, ¶ 23.

[^30]: ^?^ LM maintains that neither Congress nor the Commission foresaw
    Lexington, which is the 105th-ranked Arbitron radio metro market, as
    a "top tier" market in which a single entity could control up to
    eight stations. *See* 47 C.F.R. § 73.3555(a)(1). If Lexington were
    viewed as a 25-station market, then no single entity could control
    more than six stations in the market, not more than four of which
    are in the same service (AM or FM). *Id.*

[^31]: ^?^ The HMH station group consists of WXZZ(FM), Georgetown,
    WVLK(AM), WVLK-FM, Lexington, WLTO(FM), Nicholasville and WLRO(FM),
    Richmond, Kentucky.

[^32]: ^?^ LM states that Jacor was required to divest a Cincinnati
    station when its market share would have risen from 42 percent to 53
    percent as a result of its acquisition of Citicasters Co. in 1996.
    LM also states that DOJ required divestitures in Boston and
    Philadelphia in connection with Infinity Broadcasting Corp.'s
    acquisition of Westinghouse Electric Corp. although CBS's market
    shares would have been under 40 percent, citing a November 25, 1996
    *Broadcasting & Cable* report.

[^33]: ^?^ This allegation is based on a hearsay declaration by Lynn M.
    Martin, LM\'s principal, attached to LM\'s January 14, 1999 \"Reply
    to Opposition to Petition to Deny.\"

[^34]: ^?^ LM also states that it believes that Jacor \"used its market
    dominance to force Westwood One, syndicator of the G. Gordon Liddy
    show, to cancel its affiliation agreement with WLXG.\" This
    allegation is unsupported by any evidence.

[^35]: ^?^ We shall dismiss the pending application to transfer control
    of WBTF(FM) from Jacor to Clear Channel (File No. BTCH-981117GF).

[^36]: ^?^ Our independent research in the BIA database indicates that
    Clear Channel Louisville stations WHAS(AM) and WTFX(FM) garnered
    Lexington audience shares of 1.1 and 0.6 percent during the past
    year, respectively, and that Jacor Cincinnati station WLW(AM)
    garnered a share of 0.4 percent. No other Clear Channel or Jacor
    stations had reported Lexington audience shares during the same
    period.

[^37]: ^?^ Our advertising revenue share figure is based on combined
    station revenues over the past four quarters, as reported in the BIA
    database. Our research indicates that the HMH group's combined
    revenue share is 44.8 percent.

[^38]: ^?^ WTAM(AM), WGAR-FM, WMJI(FM), WMMS(FM) and WMVX(FM), Cleveland
    and WZLE(FM), Lorain, Ohio.

[^39]: ^?^ Clear Channel has submitted a showing which demonstrates that
    the existing Jacor station groups in Cleveland and surrounding areas
    comply with the numerical limits of the local radio ownership rules.

[^40]: ^?^ WXEG(FM), Beavercreek, WONE(AM), WMMX(FM), WTUE(FM), Dayton,
    WBTT(FM), Englewood, WBKI(FM), Greenville, WLQT(FM), Kettering and
    WIZE(AM), Springfield, Ohio.

[^41]: ^?^ Clear Channel has submitted a showing which demonstrates that
    the existing Jacor station groups in Dayton and surrounding areas
    comply with the numerical limits of the local radio ownership rules.

[^42]: ^?^ As set forth below, *see infra*, ¶ 38, Cox's demonstration of
    its qualifications to acquire the two Jacor Louisville stations to
    be divested is premised on its assignment of two of its current
    Louisville stations to an insulated divestiture trust. Our approval
    of Cox as assignee of the Louisville stations, therefore, will be
    contingent on its assignment of the two stations to trust.

[^43]: ^?^ Jacor's stations are WJBT(FM), Green Cove Springs, WJGR(AM),
    WQIK-FM, WZAZ(AM), Jacksonville, Florida and WSOL-FM, Brunswick,
    Georgia. Clear Channel's stations are WPLA(FM), Callahan, WNZS(AM),
    WZNZ(AM), WROO-FM, Jacksonville, WBGB(FM), Ponte Vedra Beach and
    WFSJ-FM, St. Augustine, Florida.

[^44]: ^?^ Clear Channel's showing demonstrates that two local radio
    markets would be created by the mutually overlapping contours of the
    nine stations Clear Channel would control in the Jacksonville area
    following the merger and assignments. These local radio markets are
    defined by the principal community contours of the following
    stations: (1) WPLA(FM), Callahan, WJGR(AM), WNZS(AM), WZAZ(AM),
    WQIK-FM, WROO-FM, Jacksonville, WFSJ-FM, St. Augustine, Florida and
    WSOL-FM, Brunswick, Georgia; and (2) WJBT(FM), Green Cove Springs,
    WJGR(AM), WNZS(AM), WZAZ(AM), WQIK-FM, WROO-FM, Jacksonville and
    WFSJ-FM, St. Augustine, Florida. As discussed in the next section,
    Clear Channel also proposes to assign WJGR(AM) and WZAZ(AM) to
    insulated divestiture trust following the merger. *See infra*, ¶¶
    63-64. We have independently confirmed that Clear Channel's common
    ownership of radio stations in the Jacksonville area will continue
    to comply with the local radio ownership rules following the
    assignment to trust of WJGR(AM) and WZAZ(AM).

[^45]: ^?^ Giddens\' principal business is as a media broker. The Clear
    Channel Trust agreements provide that he may not act as a broker for
    the sale of a Clear Channel broadcast property unless he resigns as
    Trustee. Pursuant to staff request, Giddens also has submitted a
    declaration that he will not act as a broker and receive
    compensation in connection with the sale of a broadcast property to
    Clear Channel in an area where he holds stations in trust on behalf
    of the merging entities.

[^46]: ^?^ Under the terms of the trust agreement, Clear Channel may
    elect to sell stations other than those in trust to effect
    compliance with the local radio ownership rules, in which case the
    stations held in trust could be reassigned to Clear Channel.

[^47]: ^?^ According to Jacor and Clear Channel, such tax treatment is
    relevant both to the proposed Cox exchange, *see supra*, n. 5, and
    to the proposed divestitures to Blue Chip, Radio One, Mega, CBS and
    ABC, which do not involve station exchanges. Specifically, the
    merging entities state that "\[i\]n these non-swap transactions, the
    sale proceeds can be paid to a Qualified Intermediary, and then used
    for station purchases closed within 180 days, which transactions
    will be treated as like-kind exchanges." The prospective
    Jacksonville divestitures do not require such tax treatment,
    according to the merging entities, because "the recognizable gain on
    their sale is not expected to be significant."

[^48]: ^?^ In the *3/19/99* letter, *see supra*, ¶ 36, the merging
    entities explain that Cox must divest at least one of its area
    stations to comply with the multiple ownership limits, and must
    divest a second in order to exercise an option being assigned to Cox
    to acquire another Louisville station (or if the Commission's
    attribution rules change so that the option becomes an attributable
    interest).

[^49]: ^?^ In addition to WSFR(FM) and WVEZ-FM, Cox would control
    WRKA(FM), St. Matthews, Kentucky.

[^50]: ^?^ Regarding their negotiations with interested buyers, Jacor
    and Clear Channel explain in the letter that "each buyer had to be
    fully qualified to hold an FCC license, and have the financial
    resources to close the transaction without delay and operate the
    divested station competitively. Moreover, an important goal of the
    parties was that the divestitures foster diversity of media
    ownership. Consequently, the parties actively sought minority
    buyers." According to Jacor and Clear Channel, Blue Chip could have
    acquired up to four Jacor Louisville stations without exceeding the
    multiple ownership limits, but was offered only three because a
    package of two FM stations was deemed necessary in order to attract
    another purchaser for the remaining stations. In addition to Blue
    Chip, which is to purchase three stations to be divested in
    Louisville and three in Dayton, Radio One, another African-American
    owned broadcaster, is to purchase two Cleveland stations, and Mega,
    an Hispanic owned broadcaster, is to purchase one Tampa station.

[^51]: ^?^ Cox's application to assign WLSY(FM) and WRVI(FM) to Salem
    Communications Corp. was placed on public notice on April 28, 1999
    (File Nos. BALH-990407ED, EE).

[^52]: ^?^ Giddens also assisted Cox in finding a buyer for Cox\'s
    Louisville stations. Giddens has submitted a declaration that, if he
    holds any Louisville stations in trust, neither he nor his media
    brokerage firm will perform any broker services for Cox in
    connection with the sale of Cox's Louisville stations.

[^53]: ^?^ VHF television station WKRC-TV, a CBS affiliate, and radio
    stations WCKY(AM), WLW(AM), WKRC(AM), WSAI(AM), WEBN(FM), WKFS(FM)
    and WVMX(FM), Cincinnati.

[^54]: ^?^ UHF television station WAWS(TV), Jacksonville, a Fox
    affiliate, and radio stations WPLA(FM), Callahan, WNZS(AM),
    WZNZ(AM), WROO(FM), Jacksonville, WBGB(FM), Ponte Vedra Beach and
    WFSJ-FM, St. Augustine, Florida. Clear Channel provides programming
    to UHF television station WTEV-TV, Jacksonville, a UPN affiliate.

[^55]: ^?^ An application to assign the stations from Jacor Broadcasting
    of Florida, Inc. to the Clear Channel Trust III, Charles E. Giddens,
    Trustee was filed on April 16, 1999 (File Nos. BAL-990416GE, GF).

[^56]: ^?^ The Commission has been directed to \"extend its
    \[one-to-a-market\] waiver policy to any of the top 50 markets,
    consistent with the public interest, convenience, and necessity.\"
    *See Telecommunications Act of 1996,* Pub. L. No. 104-104, § 202(d),
    110 Stat. 56 (1996). A proposal to implement this extension of the
    waiver policy is pending. *See Second Further NPRM*, 11 FCC Rcd at
    21685.

[^57]:     ^?^ Clear Channel\'s showing excludes the facilities of the
    four stations it proposes to divest in the Jacksonville area, as
    well as those of WSOL-FM, Brunswick, Georgia. Although WSOL-FM is
    located in the Jacksonville DMA, Clear Channel has submitted a
    showing which demonstrates that the station is not part of the
    proposed radio-television combination under the Commission's rules
    because the respective Grade A and 1 mV/m contours of WAWS(TV) and
    WSOL-FM do not encompass each other's communities of license. *See*
    47 C.F.R. § 73.3555(c).

[^58]:     ^?^ WAWS(TV), WJBT(FM) and WQIK-FM have pending construction
    permit applications: WAWS-TV to increase power to 5,000 kW and
    antenna height to 304 meters (File No. BPCT-960711LB); WJBT(FM) to
    change transmitter location, decrease power to 2.6 kW and increase
    antenna height to 154 meters (File No. BPH-971205IB); and WQIK-FM to
    increase power to 100 kW and antenna height to 107 meters (File No.
    BPH-990114IC). We have independently confirmed that the proposed
    modifications will not result in significant improvements to the
    technical facilities of the stations.

[^59]:     ^?^ In order to determine the number of radio and television
    broadcast stations in the context of a one-to-a-market waiver, the
    Commission considers \"the relevant TV metro market for radio
    stations and the relevant ADI \[Arbitron Area of Dominant
    Influence\] TV market for TV stations.\" *Second Report and Order*,
    4 FCC Rcd at 1760 n. 101. However, because Arbitron no longer
    compiles ADI data, we now accept showings using the Nielsen DMA.
    *See Media/Communications Partners L.P.*, 10 FCC Rcd 8116 n. 3
    (1995); *see also Further Notice of Proposed Rulemaking* in MM
    Docket Nos. 91-221 and 87-8, 10 FCC Rcd 3524, 3539 n. 59 (1995).

[^60]:     ^?^ Although they were included in Clear Channel\'s showing,
    we have excluded five stations and two broadcast \"voices\" from our
    count: WXQL(FM), Baldwin, licensed to Peaches Broadcasting, Ltd.,
    WJXR(FM), Macclenny, licensed to WJXR, Inc., WFKS(FM), Palatka,
    Florida, WAYR-FM and WWRR(FM), Brunswick, Georgia. Commission
    records indicate that WXQL(FM) is off the air. *See Second Report
    and Order*, 4 FCC Rcd at 1751, n. 86. The other four stations are
    not licensed to communities within the Jacksonville television metro
    market.

[^61]: ^?^ Advertising revenue data is obtained from BIA Publications,
    Inc.\'s Radio and Television Master Access databases. The
    above-stated figures reflect 1998 radio advertising revenue data and
    1997 television advertising revenue data, because 1998 television
    advertising revenue data are not yet available.

[^62]: ^?^ The listed percentages exclude Jacor stations WJGR(AM) and
    WZAZ(AM), both of which are to be divested by Clear Channel
    following the merger, *see infra*, ¶¶ 63-64, and Jacor station
    WSOL-FM, Brunswick, Georgia, which would not be part of Clear
    Channel's radio-television combination for one-to-a-market rule
    purposes but is located within the Jacksonville DMA. WSOL-FM has a
    5.3 percent share of the radio advertising revenue market.

[^63]: ^?^ Jacor stations WXTB(FM), Clearwater and WFLZ-FM, Tampa,
    Florida are the subjects of pending complaints alleging violations
    of Section 73.1206 of the Commission's rules. 47 C.F.R. § 73.1206.
    We have reviewed these complaints and determined that they do not
    raise basic qualifications issues against Jacor. Commission approval
    of the transfer of control of these stations to Clear Channel will
    be without prejudice to whatever action the Commission may deem
    appropriate with regard to the pending complaints.