**DA 07-4026**

> *In Reply Refer to:*

1800B3-MFW

Released: September 25, 2007

Ms. Eleonora A. Miranda, President

Circle Broadcasting of America, Inc.

5128 N.W. 86^th^ Way

Coral Springs, FL 33067

Mr. Norberto Sanchez, President

Norsan Consulting and Management, Inc.

4824 N. Royal Atlanta Drive

Tucker, GA 30084

In re: WEWC(AM), Callahan, FL

Circle Broadcasting of America, Inc.

Facility ID No. 11214

Assignment of License

File No. BAL-20040810ABD

Dear Ms. Miranda and Mr. Sanchez:

This letter concerns the captioned application, as amended (the
"Application"), of Circle Broadcasting of America, Inc. ("Circle"),
licensee of Station WEWC(AM), Callahan, Florida, for assignment of
license of WEWC(AM) (the "Station") to Norsan Consulting and Management,
Inc. ("Norsan"). The application is unopposed. For the reasons set forth
below, we grant the Application with conditions.

**Background.** Until May 15, 2005, Nestor C. Miranda was President,
Director, and 55 percent stockholder of Circle.[^1] On November 18,
1999, Mr. Miranda was found guilty of conspiracy to commit money
laundering and money laundering in 1998 and 1999 in violation of
Sections 1956(a)(1)(A)(i), 1956 (a)(1)(B)(i), and 1956(b) of the United
States Criminal Code, as amended.[^2] On February 12, 2000, the court
sentenced Mr. Miranda to 210 months imprisonment.[^3] Mr. Miranda has
appealed his conviction.

On August 10, 2004, Circle filed the captioned application to assign the
license and sell the assets of the Station to Norsan[^4] for
\$650,000.[^5] In the Application, Circle states that the Station is
being assigned for less than its appraised market value of \$1.375
million.[^6] It notes that the \$650,000 purchase price will be less
than the "actual legitimate debts" that Circle owes to creditors other
than the two Circle stockholders. Circle provides an itemization of
debts owed to innocent creditors and back pay claims of two Circle
employees totaling \$760,263.00.[^7] Thus, claims Circle, its debt
exceeds the purchase price by \$110,263.00.

Finally, the Application includes a declaration under penalty of perjury
from Eleonora Miranda that Circle shall use the sale proceeds first to
pay off Circle's debts to all other innocent creditors (in the amount of
\$380,063) and then to pay partially the withheld salaries of the two
Circle employees.[^8] The distribution of proceeds will be made through
an escrow arrangement with counsel for Norsan acting as trustee. The
back pay payments cover the period from 1999 to April 2006, during which
time Amanda Miranda, daughter of Eleonora and Nestor Miranda, served as
the WEWC(AM) General Manager and Eleonora Miranda served as
Vice-President and then President of Circle. Neither Eleonora Miranda
nor Amanda Miranda has been implicated in any wrongdoing. Neither will
receive their entire claimed back pay. Circle's two stockholders --
Nestor Miranda and Edusa -- will not receive any monetary consideration
from the sale of the Station.

**Discussion.** The Commission's *Jefferson Radio* policy precludes
consideration of license assignment applications where a character issue
has been resolved against the seller or is pending.[^9] This is because,
as the Commission explained in one case, "there is no authorization to
assign" if the seller ultimately is found unqualified.[^10] The policy's
underlying purpose is to prevent licensees from evading responsibility
for wrongdoing.[^11] The policy serves as a deterrent because of the
potential for "awesome loss" that would result from revocation or
non-renewal of license.[^12] This deterrent effect would be undermined
if a licensee could "sell out from under a potential
disqualification."[^13]

Under the Commission's *Character Qualifications Policy Statement,*[^14]
non-FCC misconduct may raise a substantial and material question of fact
concerning a licensee's character. In the *1986 Character Policy
Statement* the Commission stated that "there may be circumstances in
which an applicant has engaged in nonbroadcast misconduct so egregious
as to shock the conscience and evoke almost universal disapprobation . .
. . Such misconduct might, of its own nature, constitute *prima facie*
evidence that the applicant lacks the traits of reliability and/or
truthfulness necessary to be a licensee . . . ."[^15] The *1990
Character Policy Statement* substantially expanded the scope of relevant
non-FCC misconduct. In that Statement, the Commission concluded that a
licensee's propensity to comply with the law generally is relevant to
the Commission's public interest analysis and that evidence of any
felony conviction, not just those that involve fraud or untruthfulness,
is pertinent to its evaluation of a licensee's character.[^16] We
conclude that Nestor Miranda's convictions for conspiracy to commit
money laundering and for money laundering raise a substantial and
material question of fact as to whether he possesses the requisite
qualifications to remain a Commission licensee.

In rare circumstances, the Commission has exempted sellers from
application of the *Jefferson Radio* policy based on compelling public
interest considerations.[^17] We find that consenting to the proposed
license assignment, as conditioned herein, would advance the public
interest, consistent with precedent. Most importantly, no shareholder
will receive any direct benefit from the sale of the Station. Eleonora
Miranda and Amanda Miranda -- who were not in any way implicated in
Nestor Miranda's criminal activities and are not stockholders in Circle
Broadcasting[^18] -- will receive from the proceeds only a portion of
their respective back pay claims. The parties have created an escrow
account for the collection and distribution of the proceeds, and have
averred that the proceeds from the sale to will be distributed to the
creditors listed in Exhibit 4 of the Application[^19] prior to any
payment to Eleonora or Amanda Miranda.[^20] We condition the grant of
this application on the distribution of sale proceeds as set forth in
the escrow agreement. We will also require a post-consummation
demonstration from the parties that the distribution of proceeds
complied with this condition. Importantly, the denial of proceeds to
shareholders such as Nestor Miranda imposes an economic result similar
to the "awesome loss" which results from revocation. Thus, grant of the
Application will not lessen the *Jefferson Radio* policy's broad
deterrent effect on wrongdoing. This contract term is substantially
harsher than that approved in *Harry O'Connor,* a case involving an
alleged unauthorized transfer of control and misrepresentation to the
Commission.[^21] In *O'Connor,* the Commission concluded that grant of
the assignment application was warranted because the seller would
receive substantially less than he paid for his interest in the licensee
entity.[^22]

Other public interest factors which the Commission has relied on
previously to permit license assignments where the seller's
qualifications were at issue also are present here. Grant of the
applications will result in Nestor Miranda's full withdrawal from
broadcasting[^23] and will ensure the Station's continued and
non-interrupted service as one of two local broadcast outlets for
residents of Callahan, Florida.[^24] The Commission also has long
recognized the protection of creditors and lien holders as a public
interest benefit.[^25] The claims of Circle Broadcasting's innocent
creditors and lien holders will be substantially satisfied out of the
sale proceeds in this case.

In light of these considerations, we find it appropriate to exercise our
discretion not to pursue further the issue of Nestor Miranda's
qualifications and to approve the captioned assignment application.
Accordingly, IT IS ORDERED, that the application (File No.
BAL-20040810ABD) to assign the license of Station WEWC(AM), Callahan,
Florida from Circle Broadcasting of America, Inc. to Norsan Consulting
and Management, Inc. IS GRANTED subject to the following conditions:

> \(1\) Nestor C. Miranda shall not, without advance notice and prior
> Commission consent, hold or acquire an attributable interest in any
> Commission authorization or application. Nestor C. Miranda, in
> connection with any proposal to hold or acquire such an interest,
> shall provide a full showing of his qualifications and include a copy
> of this letter decision;
>
> \(2\) The proceeds from the sale of the Station shall be distributed
> as set forth in the Exhibit 4 of the Application, as amended on July
> 30, 2007, reproduced in the Appendix to this decision;
>
> \(3\) The proceeds from the sale of the Station shall be used to
> satisfy the claims of listed creditors in full prior to any
> distribution to Eleonora Miranda or Amanda Miranda; and
>
> \(4\) Within 30 days of consummation of the transaction approved
> herein, Circle Broadcasting of America, Inc. and Norsan Consulting and
> Management, Inc. shall jointly file with the Office of the Secretary a
> demonstration -- including affidavits from pertinent creditors
> supported by cancelled checks or other extrinsic indicia -- that the
> proceeds from the sale of Station WEWC(AM) have been disbursed in
> accordance with conditions (2) and (3), above.

Sincerely,

Peter H. Doyle

Chief, Audio Division

Media Bureau

cc: Alan C. Campbell, Esq. (Counsel for Circle Broadcasting of America,
Inc.)

John C. Trent, Esq. (Counsel for Norsan Consulting and Management)

**APPENDIX**

[^1]: Edusa Holdings ("Edusa") is a 45 percent stockholder in Circle.
    Edusa is owned by Eduardo Saenz (20 %) and members of Mr. Saenz'
    family. As of May 15, 2005, Nestor Miranda resigned as Circle's
    President, Eleonora Miranda, wife of Nestor Miranda, resigned as
    Vice President and became Circle's President, and Maricio Miranda,
    the son of Nestor and Eleonora Miranda, became Circle's Vice
    President.

[^2]: 18 U.S.C. §§ 1956(a)(1)(A)(i), 1956(a)(1)(B)(i), and 1956(b). *See
    United States of America v. Nestor Miranda et al.* Case No.
    0:99CR06122-009 (S.D. Fla.).

[^3]: In the original Application, Circle observes that the court did
    not deny Mr. Miranda federal benefits under the *Anti-Drug Abuse Act
    of 1988*, 21 U.S.C. § 862(a), and thus Mr. Miranda is not subject to
    a denial of federal benefits as outlined in that statute. *See also*
    47 C.F.R. §§ 1.2001 *et seq.*

[^4]: Mr. Norberto Sanchez is President, Director, and 100 percent
    stockholder of Norsan.

[^5]: The parties supplemented that application on February 23, 2006, in
    response to an informal staff inquiry, *see Letter to Peter H.
    Doyle, Chief, Audio Division, Media Bureau from Kevin M. Walsh,
    Esq.* (Feb. 23, 2006) ("*February 23 Response Letter*"), and amended
    the Application on May 19, 2006 and on July 30, 2007.

[^6]: *See February 23 Response Letter*, February 6, 2006, appraisal of
    Hadden & Associates Media Brokers. This appraisal excludes the value
    of the station's tower site. In the May 19, 2006, amendment to the
    Application, Circle explains that Nestor Miranda and Eduardo Saenz,
    as individuals, each own in fee simple 50 percent of the real
    property on which the WEWC(AM) tower is located. The real property
    is not part of the WEWC(AM) asset purchase agreement.

[^7]: *See* July 30, 2007, amendment to the Application, Exhibit 4,
    "CBA's Debt as of July 2007." For easier reference, "CBA's Debt as
    of July 2007", listed in Exhibit 4, Page 9 of the Application is
    reproduced as an Appendix to this decision. The two employees for
    whom salaries are claimed are Amanda M. Miranda (back pay claimed of
    \$149,500), and Eleonora A. Miranda, Circle's current President
    (back pay claimed of \$230,700). Although neither will receive their
    entire claimed back pay, that portion which they will receive will
    be paid entirely from the proceeds of the sale of the Station.
    Circle states that neither has been implicated or involved in the
    alleged wrongdoing of Nestor Miranda and, due to Circle's financial
    problems, neither has been paid a salary since 1999.

[^8]: *See* May 19, 2006, amendment to the Application, Exhibit 4, Page
    10, "Declaration of Eleonora A. Miranda," and July 30, 2007
    amendment, Exhibit 4, "Further Declaration of Eleonora A. Miranda."

[^9]: *See Jefferson Radio Corp. v. FCC,* 340 F.2d 781 (D.C. Cir. 1964).

[^10]: *Catherine C. Murphy,* Decision, 42 FCC 2d 346, 347 ¶ 5 (1973).

[^11]: *See, e.g., Harry O'Connor,* Memorandum Opinion and Order and
    Notice of Apparent Liability, 2 FCC 2d 45, 48 ¶ 8 (1965) ("The
    purpose underlying this policy is obvious: A licensee cannot act
    inconsistently with the Communications Act or the Commission's rules
    and policies, and then, when a question is raised concerning such
    improper activity, transfer or assign the license to another; if he
    could, the only result of the wrongdoing would be a forced sale.").

[^12]: *See Stereo Broadcasters, Inc. v. FCC,* 652 F.2d 1026, 1030 (D.C.
    Cir. 1981).

[^13]: ^?^ *See Cellular System One of Tulsa, Inc.,* Memorandum Opinion
    and Order, 102 FCC 2d 86, at ¶ 7 (1985) ("To permit a licensee to
    sell out from under a potential disqualification would significantly
    impair the Commission's ability to police and deter licensee
    misconduct."), citing *Pass Word, Inc.,*Order to Revoke Licenses, to
    Terminate Comparative Proceedings, and to Proceed with Docket 20941,
    76 FCC 2d 465, 516 (1980), *modified,* 86 FCC 2d 437 (1981), *aff'd
    sub nom., Pass Word, Inc. v. FCC,* 673 F.2d 1363 (D.C. Cir. 1982).

[^14]: ^?^ *In the Matter of* *Policy Regarding Character Qualifications
    In Broadcast Licensing,* Report, Order, and Policy Statement, 102
    FCC 2d 1179, *recon. granted in part,* 1 FCC Rcd 421 (1986) ("*1986
    Character Policy Statement*"), *modified,* 5 FCC Rcd 3252 (1990)
    ("*1990 Character Policy Statement"*), *on reconsideration,* 6 FCC
    Rcd 3448 (1991), *modified in part,* 7 FCC Rcd 6564 (1992).

[^15]: ^?^ *1986 Character Policy Statement*, 102 FCC 2d at 1205 n. 60.

[^16]: ^?^ *199*0 *Character Policy Statement,* 5 FCC Rcd at 3252. *See,
    e.g.,* *South Carolina Radio Fellowship*, Memorandum Opinion and
    Order, 6 FCC Rcd 4823 (1991) (felony convictions involving
    possession of cocaine constitute a sufficient and independent basis
    for disqualification).

[^17]: See*, e.g., Lane Broadcasting Corporation*, Letter, 20 FCC Rcd
    19373, 19375 (MB 2005) (approving assignment of radio station
    licenses from convicted child molester under strict supervision of
    proceeds distribution by District Attorney to ensure that no
    shareholder would receive direct benefit from the sale); *Letter to
    Charles R. Naftalin, Esq.,* 20 FCC Rcd 19373 (2005) (approving
    assignment of radio station licenses from convicted pedophile where
    no direct or indirect payment made to any seller shareholder from
    sale proceeds); *Second Thursday Corp.*, Memorandum Opinion and
    Order 22 FCC 2d 515 (1970), *recon. granted*, Memorandum Opinion and
    Order, 25 FCC 2d 112 (1970) (to harmonize policies of federal
    bankruptcy law with those of the Communications Act, a grant without
    hearing of applications by applicant with qualifications issues may
    be made if the individuals charged with misconduct will have no part
    in the proposed operations and will either derive no benefit from
    favorable action on the applications or only a minor benefit which
    is outweighed by equitable considerations in favor of innocent
    creditors); *Hertz Broadcasting of Birmingham, Inc.,* Memorandum
    Opinion and Order, 57 FCC 2d 183, 184-85 (1976) (evidentiary hearing
    terminated on basis of principal's disabling illness; station sale
    permitted for no profit); *Lois I. Pingree,* Memorandum Opinion and
    Order, 69 FCC 2d 2179, 2183-84 (1978) (no-profit sale permitted
    where disability provides mitigation for wrongdoing).

[^18]: The misconduct involved here in fact did not involve any other
    stockholders, officers, directors, or employees of Circle apart from
    Mr. Miranda.

[^19]:

[^20]: *Compare Lane Broadcasting Corporation*, *supra*, (District
    Attorney's continued oversight of the distribution of proceeds from
    sale of station owned by convicted child molester "will ensure
    strict compliance" with requirement that no shareholder will receive
    direct benefit from the sale.)

[^21]: *Harry O'Connor, supra*, n.11.

[^22]: *Id.* at ¶ 10.

[^23]: *See Radio San Juan, Inc.,* Letter, 45 FCC 2d 375, 376 (1974);
    *see also, Northwestern Indiana Broadcasting Corp.,* Decision, 65
    FCC 2d 66, 70 (1977).

[^24]: *See, e.g.,* *Lane Broadcasting Corporation, supra*, 20 FCC Rcd
    at 19375; *Harry O'Connor,* 2 FCC 2d at 49 ¶ 10; *see also, Spanish
    Int'l Communications Corp.,* Memorandum Opinion and Order, 2 FCC Rcd
    3336, 3339-40 (1987), *rev'd sub nom. Coalition for the Preservation
    of Hispanic Broadcasting v.. FCC,* 893 F.2d 1349, 1362 (D.C. Cir
    1990), *vacated and aff'd,* 931 F.2d 73 (D.C. Cir) (*en banc*),
    *cert. denied,* 502 U.S. 907 (1991) (permitting the sale of seven
    television stations for which renewal applications had been
    designated for evidentiary hearing would "expeditiously remove the
    'cloud' that has surrounded the operation of these stations" during
    the pendency of this proceeding, acknowledging that "service to the
    public may deteriorate during an extended period of uncertainty").
    Station WROO(FM), owned by Clear Channel Communications, is also
    licensed to serve Callahan.

[^25]: *See LaRose v. FCC,* 494 F.2d 1145, 1146 n.2, 1148 (D.C. Cir
    1974), *Dale J. Parsons, Jr.,* Memorandum Opinion and Order, 10 FCC
    Rcd 2718, 2720 (1995), and *Shell Broadcasting, Inc.,* Memorandum
    Opinion and Order, 38 FCC 2d 929, 931 (1973).