Before the

**Federal Communications Commission**

**Washington, D.C. 20554**

+----------------------------------+----+------------------------------+
| In The Matter of                 | *  | File Nos.                    |
|                                  | *) | BAL/BALH-20010618AAN-AAP     |
| **Nassau Broadcasting II, LLC**  | ** |                              |
|                                  |    | File No. BAL-20010618AAU     |
| Assignor                         | *  |                              |
|                                  | *) | File No. BALH-20010618AAT    |
| And                              | ** |                              |
|                                  |    |                              |
| **Millennium Shore License       | *  |                              |
| Holdco, LLC**                    | *) |                              |
|                                  | ** |                              |
| Assignee                         |    |                              |
|                                  | *  |                              |
| For Consent to Assignment of     | *) |                              |
| Licenses of WADB(AM), Asbury     | ** |                              |
| Park, NJ, WJLK-FM, Asbury Park,  |    |                              |
| NJ, and WBBO(FM), Ocean Acres,   | *  |                              |
| NJ                               | *) |                              |
|                                  | ** |                              |
| **Seashore Broadcasting Corp.**  |    |                              |
|                                  | *  |                              |
| Assignor                         | *) |                              |
|                                  | ** |                              |
| And                              |    |                              |
|                                  | *  |                              |
| **Millennium Shore License       | *) |                              |
| Holdco, LLC**                    | ** |                              |
|                                  |    |                              |
| Assignee                         | *  |                              |
|                                  | *) |                              |
| For Consent to Assignment of     | ** |                              |
| License of WOBM-FM, Toms River,  |    |                              |
| NJ                               | *  |                              |
|                                  | *) |                              |
| **North Shore Broadcasting       | ** |                              |
| Corp.**                          |    |                              |
|                                  | *  |                              |
| Assignor                         | *) |                              |
|                                  | ** |                              |
| And                              |    |                              |
|                                  | *  |                              |
| **Millennium Shore License       | *) |                              |
| Holdco, LLC**                    | ** |                              |
|                                  |    |                              |
| Assignee                         | *  |                              |
|                                  | *) |                              |
| For Consent to Assignment of     | ** |                              |
| License of WOBM(AM), Lakewood    |    |                              |
| Township, New Jersey             | *  |                              |
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+----------------------------------+----+------------------------------+

**MEMORANDUM OPINION AND ORDER**

**Adopted: May 14, 2002 Released: May 17, 2002**

By the Commission: Commissioner Copps dissenting and issuing a
statement.

1.  In this Order, we consider the above-captioned applications of
    Millennium Shore Holdco, LLC, an indirect wholly-owned subsidiary of
    Millennium Radio Group, LLC (collectively "Millennium") to acquire
    the licenses of the following stations: WADB(AM), Asbury Park, New
    Jersey, WBBO(FM), Ocean Acres, New Jersey, and WJLK-FM, Asbury Park,
    New Jersey (collectively, the "Nassau Stations"), from Nassau
    Broadcasting II, LLC ("Nassau"); WOBM-FM, Toms River, New Jersey,
    from Seashore Broadcasting Corp. ("Seashore"); and WOBM(AM),
    Lakewood Township, New Jersey, from North Shore Broadcasting Corp.
    ("North Shore") (collectively, all five stations are referred to as
    the "Monmouth Stations").[^1] These applications are uncontested.
    Because these applications were pending when we adopted the Notice
    of Proposed Rulemaking in MM Docket No. 01-317 ("*Local Radio
    Ownership NPRM*"), we resolve the competitive concerns raised by the
    application pursuant to the interim policy adopted in that
    notice.[^2] After reviewing the record, we find that grant of the
    applications is consistent with the public interest.

# introduction

2.  For much of its history, the Commission has sought to promote
    diversity and competition in broadcasting by limiting the number of
    radio stations a single party could own or acquire in a local
    market.[^3] In March 1996, the Commission relaxed the numerical
    station limits in its local radio ownership rule in accordance with
    Congress's directive in Section 202(b) of the Telecommunications Act
    of 1996. Since then, the Commission has granted thousands of
    assignment and transfer of control applications proposing
    transactions that complied with the new limits. In certain
    instances, however, the Commission has received applications
    proposing transactions that would comply with the new limits, but
    that nevertheless would produce concentration levels that raised
    significant concerns about the potential impact on the public
    interest.

3.  In response to these concerns, the Commission concluded that it has
    "an independent obligation to consider whether a proposed pattern of
    radio ownership that complies with the local radio ownership limits
    would otherwise have an adverse competitive effect in a particular
    local radio market and\[,\] thus, would be inconsistent with the
    public interest."[^4] In August 1998, the Commission also began
    "flagging" public notices of radio station transactions that, based
    on an initial analysis by the staff, proposed a level of local radio
    concentration that implicated the Commission's public interest
    concerns.[^5]

4.  On November 8, 2001, we adopted the *Local Radio Ownership NPRM*. We
    expressed concern that "our current policies on local radio
    ownership \[did\] not adequately reflect current industry
    conditions" and had "led to unfortunate delays" in the processing of
    assignment and transfer applications.[^6] Accordingly, we adopted
    the *Local Radio Ownership NPRM* "to undertake a comprehensive
    examination of our rules and policies concerning local radio
    ownership" and to "develop a new framework that will be more
    responsive to current marketplace realities while continuing to
    address our core public interest concerns of promoting diversity and
    competition."[^7] In the *NPRM*, we requested comment about possible
    interpretations of the statutory framework, including whether the
    new numerical station ownership limits definitively addressed the
    permissible levels of radio station ownership, whether they
    addressed diversity concerns only, or whether they established
    rebuttable presumptions of ownership levels that were consistent
    with the public interest. We also requested comment on how we should
    define and apply our traditional goals of promoting diversity and
    competition in the modern media environment. The *NPRM* also sought
    comment on how we should implement our policies toward local radio
    ownership.

5.  In the *Local Radio Ownership NPRM*, we also set forth an interim
    policy to "guide \[our\] actions on radio assignment and transfer of
    control applications pending a decision in this proceeding."[^8]
    Although we recognized the need to "handle currently pending radio
    assignment and transfer applications and to address any future
    applications filed" while the *NPRM* is pending, we disavowed any
    intent to prejudge the "ultimate decision" in the rulemaking and
    rejected any "fundamental" changes to our current policy pending
    completion of the rulemaking.[^9]

6.  Under our interim policy, "we presume that an application that falls
    below the \[50/70\] screen will not raise competition concerns"
    unless a petition to deny raising competition issues is filed. For
    applications identified by the 50/70 screen, the interim policy
    directs the Commission's staff to "conduct a public interest
    analysis," including "an independent preliminary competitive
    analysis," and sets forth generic areas of inquiry for this
    purpose.[^10] The interim policy also sets forth timetables for
    staff recommendations to the Commission for the disposition of cases
    that may raise competitive concerns.

7.  We decide the applications before us pursuant to our interim policy.
    Under our interim policy, we first conduct a competition analysis of
    the proposed transaction. Here, we find that the proposed
    transaction raises significant competitive concerns, but that
    certain factors mitigate any potentially adverse effects on
    listeners in the local Monmouth-Ocean radio market. In addition, we
    believe that the statewide radio network that Millennium proposes is
    likely to create benefits for listeners. In taking these and other
    factors into consideration, we find that the proposed transaction
    produces public interest benefits that outweigh the likely harm to
    competition. Therefore, we grant the applications to permit
    Millennium to acquire the Seashore, North Shore and Nassau stations
    in the Monmouth-Ocean metro.[^11]

# BACKGROUND

8.  Millennium currently is not the licensee of any radio stations in
    the Monmouth-Ocean metro. Through its acquisition of the Monmouth
    Stations, Millennium would have an attributable interest in three FM
    stations and two AM stations in the Monmouth-Ocean metro. Millennium
    also holds an unexercised option to acquire WCHR-FM, Manahawkin, New
    Jersey, from Nassau in the event Nassau first acquires the station
    from Manahawkin Communications Corporation. The application to
    transfer control of Manahawkin Communications Corporation, licensee
    of WCHR-FM, from Great American Communications Corp. to Nassau is
    currently pending (File No. BTCH-19990913GI). Millennium's option to
    acquire WCHR-FM becomes exercisable the day following consummation
    of Nassau's acquisition of the WCHR-FM license, and expires 12
    months thereafter. In addition, Millennium has the right to enter
    into a Time Brokerage Agreement to operate WCHR-FM after it
    exercises its option to acquire WCHR-FM.[^12]

9.  On July 23, 2001, the Commission issued a public notice indicating
    that the assignment applications for the Monmouth Stations had been
    accepted for filing.[^13] The public notice also "flagged" the
    applications pursuant to the Commission's "50/70" screen. Under this
    screen, the Commission flags proposed transactions for further
    competition analysis if the transaction would result in one entity
    controlling 50 percent or more of the advertising revenues in the
    relevant Arbitron radio market or two entities controlling 70
    percent or more of the advertising revenues in that market.[^14]
    Based on year 2001 revenue estimates from the BIA database, the five
    stations that Millennium proposes to own account for a 63.8 percent
    revenue share in the Monmouth-Ocean Arbitron metro.[^15]
    Post-consummation, Millennium and Big City Radio-NYC, LLC, licensee
    of WWZY(FM), Long Branch, New Jersey, would collectively control
    75.6 percent of the advertising revenue in the Monmouth-Ocean metro.

10. No comments or petitions to deny were filed in response to the
    flagged public notice. On January 17, 2002, the staff provided the
    parties an opportunity to update the record in light of competitive
    changes that might have occurred in the Monmouth-Ocean market and in
    light of our interim policy.[^16] The staff received a response from
    Millennium and comments from Nassau urging the Commission to grant
    the applications.[^17]

# discussion

## Framework for Analysis Under Interim Policy

11. Section 310(d) of the Communications Act of 1934, as amended (the
    "Communications Act"), requires the Commission to find that the
    public interest, convenience and necessity would be served by the
    assignment of the radio broadcast licenses for the Monmouth Stations
    to Millennium before the assignment may occur.[^18] We are making
    that finding in this case pursuant to the interim policy laid out in
    the recently issued *Local Radio Ownership NPRM*.[^19] Under the
    interim policy, we conduct a public interest analysis, including but
    not limited to an independent preliminary competition analysis of
    the proposed transaction based on publicly available information and
    information in the Commission's records.[^20]

12. Under the interim policy, to decide whether a proposed assignment
    serves the public interest, we first determine whether it complies
    with the specific provisions of the Communications Act, other
    applicable statutes, and the Commission's rules, including our local
    radio ownership rules. If it does, we then consider any potential
    public interest harms of the proposed transaction as well as any
    potential public interest benefits to determine whether, on balance,
    the assignment serves the public interest.[^21]

13. The Commission's analysis of public interest benefits and harms
    includes an analysis of the potential competitive effects of the
    transaction, as informed by traditional antitrust principles. While
    an antitrust analysis, such as that undertaken by the Department of
    Justice or the Federal Trade Commission, focuses solely on whether
    the effect of a proposed merger "may be substantially to lessen
    competition"[^22] in the advertising market, our focus is
    different.[^23] Our analysis of radio license assignments is
    informed by how those antitrust experts look at competition issues,
    yet our authority arises out of the Communications Act, which is not
    concerned solely with the potential impact of economic concentration
    on advertisers, but ultimately seeks to maximize the utility that
    the public derives from the public airwaves. The Commission's public
    interest evaluation is therefore not limited to competition concerns
    but necessarily encompasses the "broad aims of the Communications
    Act."[^24] These broad aims include, among other things, ensuring
    the existence of an efficient, nationwide radio communications
    service available to everyone and promoting locally oriented service
    and diversity in media voices.[^25] Our public interest analysis
    therefore includes assessing whether the transfer will affect the
    quality of radio services or responsiveness to the local needs of
    the community,[^26] and whether it will result in the provision of
    new or additional services to listeners.[^27]

14. Thus, under our interim policy, where a proposed transaction raises
    concerns about economic concentration, we will consider evidence
    that the particular circumstances of a case may mitigate any adverse
    impact that might otherwise result, as well as any evidence of
    benefits to radio listeners that might result from the proposed
    transaction. Ultimately, it is the potential impact of the
    transaction on listeners that will determine whether we can find
    that, on balance, grant of a particular radio station assignment or
    transfer of control application serves the public interest.

## Local Radio Ownership Rules

15. The Commission's local radio ownership rules restrict the number of
    radio stations in the same service and the number of stations
    overall that may be commonly owned in any given local radio
    market.[^28] 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.[^29] 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
    a market 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 such a market.[^30]

16. Millennium's proposed acquisition of the Monmouth Stations is
    consistent with the numerical limits in our local radio ownership
    rules. Millennium's multiple ownership showing indicates that, using
    the Commission's current definition of "radio market,"[^31] the
    transaction creates six radio markets.[^32] In all six of these
    radio markets, Millennium would be in compliance with the numerical
    limits of our current ownership rules upon consummation of the
    proposed transaction. The first radio market is defined by the
    principal community contours of WOBM(AM) and Millennium's
    currently-owned WKXW(FM), Trenton, New Jersey, and includes more
    than 45 commercial radio stations. As such, a single licensee may
    hold an attributable interest in up to 8 commercial radio stations,
    not more than 5 of which are in the same service (AM or FM). If
    Millennium acquires WOBM(AM), it will have an attributable interest
    in 2 stations (1 AM/1FM) in market number one.

17. The second radio market is defined by the principal community
    contours of WOBM(AM), WADB(AM), WOBM-FM and WBBO(FM), and includes
    at least 19 commercial radio stations. In such a market, a single
    licensee may hold an attributable interest in up to 6 commercial
    radio stations, not more than 4 of which are in the same service (AM
    or FM). If Millennium acquires WOBM(AM), WADB(AM), WOBM-FM and
    WBBO(FM), it will have an attributable interest in 4 stations (2
    AM/2 FM) in market number two.

18. The third radio market is defined by the principal community
    contours of WJLK-FM, WOBM(AM) and WADB(AM), and includes at least 17
    commercial radio stations. A single licensee may hold an
    attributable interest in up to 6 commercial radio stations in this
    size market, not more than 4 of which are in the same service (AM or
    FM). If Millennium acquires WJLK-FM, WOBM(AM) and WADB(AM), it will
    have an attributable interest in 3 stations (2 AM/1 FM) in market
    number three.

19. The fourth radio market is defined by the principal community
    contours of WOBM(FM), WBBO(FM) and Millennium's currently-owned
    WFPG(AM), Atlantic City, New Jersey, and includes at least 24
    commercial radio stations. A single licensee may hold an
    attributable interest in up to 6 commercial radio stations, not more
    than 4 of which are in the same service (AM or FM). If Millennium
    acquires WOBM(FM) and WBBO(FM), it will have an attributable
    interest in 3 stations (1 AM/2 FM) in market number four.

20. The fifth radio market is defined by the principal community
    contours of WOBM(AM), WBBO(FM), WADB(AM) and Millennium's
    currently-owned WFPG(AM), Atlantic City, New Jersey, and includes
    nearly 40 commercial radio stations. Therefore, a single licensee
    may hold an attributable interest in up to 7 commercial radio
    stations, not more than 4 of which are in the same service (AM or
    FM). If Millennium acquires WOBM(AM), WBBO(FM) and WADB(AM), it will
    have an attributable interest in 4 stations (3 AM/1 FM) in market
    number five.

21. The sixth radio market is defined by the principal community
    contours of WBBO(FM) and Millennium's currently-owned WFPG(AM) and
    WFPG-FM, Atlantic City, New Jersey, and includes at least 24
    commercial radio stations. A single licensee may hold an
    attributable interest in up to 6 commercial radio stations, not more
    than 4 of which are in the same service (AM or FM). If Millennium
    acquires WBBO(FM), it will have an attributable interest in 3
    stations (1 AM/2 FM) in market number six.

## Public Interest Analysis Under Interim Policy 

22. In the interim policy, we stated that, consistent with precedent, we
    will continue to examine the potential competitive effects of
    proposed radio station combinations. Competition analysis requires
    us to define at the outset the relevant product and geographic
    markets in which the radio stations compete. We must also determine
    the market shares and concentration levels that the proposed
    transaction would produce. Ultimately, we must weigh the potential
    competitive benefits and harms, as well as other public interest
    benefits and harms, that the proposed transaction is likely to
    produce to determine if, overall, grant of the underlying
    application would be consistent with the public interest.

23. *Relevant Product Market*. As with any competition analysis, we must
    first define the relevant product and geographic markets. Under our
    interim policy, we presume that the relevant product market is radio
    advertising.[^33] Both Millennium and Nassau seek to rebut this
    presumption. Millennium submitted an economic analysis conducted by
    BIA (the "BIA Economic Analysis") that suggests that local
    newspapers, the local cable systems, and outdoor advertising should
    be included in the relevant product market.[^34] According to the
    BIA Economic Analysis provided by Millennium, the advertising
    revenues of two daily newspapers in Monmouth and Ocean counties, the
    *Asbury Park Press* and the *Ocean City Observer*, should be
    considered in the market analysis.[^35] According to Nassau, the
    relevant product market includes "newspapers cable advertising and
    even the yellow pages/directory advertising outlets for local
    advertisers."[^36]

24. We find that neither Millennium nor Nassau has rebutted the
    presumption that radio advertising is the relevant product market.
    Millennium's and Nassau's arguments consist merely of conclusory
    assertions that other forms of media advertising are available to
    Monmouth-Ocean market advertisers. Under standard competition
    analysis, however, alternative media would be included in the
    relevant product market only if their presence would preclude a
    hypothetical monopolist of radio advertising from profitably raising
    prices by a "small but significant and nontransitory" amount.[^37]
    Nassau and Millennium fail to make this showing.

25. *Relevant Geographic Market*. Millennium and Nassau also seek to
    rebut the presumption in our interim policy that the relevant
    geographic market for competition analysis is the relevant Arbitron
    metro market. Millennium argues that, as measured by contour
    coverage and actual listening, the Nassau stations operate in a
    geographic and competitive market that is much larger than the
    Arbitron-defined Monmouth-Ocean metro market.[^38] Millennium points
    out that part of the metro is an "embedded" market that is part of
    the New York City Arbitron market.[^39] Additionally, Millennium
    attaches a DataWorld contour study that shows 59 stations with
    "reliable" signal coverage over portions of the counties of Monmouth
    and Ocean.[^40] Nassau asserts that the DataWorld contour study
    together with other evidence regarding the stations to which people
    listen, "demonstrate how divorced an inquiry focused solely on the
    Arbitron market definition of stations is from the reality of the
    marketplace."[^41]

26. As in the case of product markets discussed above, to determine the
    relevant geographic market, standard antitrust analysis evaluates
    whether a hypothetical monopolist in a particular geographic area
    could profitably raise prices by a "small but significant and
    nontransitory" amount.[^42] In markets such as radio advertising,
    where individually negotiated contracts facilitate price
    discrimination, determining the relevant geographic market is more
    complicated.[^43] Here, assuming a single firm monopolized the radio
    advertising market in the Monmouth-Ocean metro and raised its
    prices, certain types of advertisers, predominantly regional and
    national advertisers, may find certain out-of-market radio stations,
    particularly certain New York stations, sufficient
    alternatives.[^44] Given that a large majority of the Monmouth-Ocean
    audience listens to out-of-market stations, regional or national
    radio advertisers are unlikely to be dependent on Monmouth-Ocean
    radio stations to reach their targeted audience. Therefore, a
    Monmouth-Ocean monopolist would find it unprofitable to charge
    supracompetitive prices. On the other hand, local Monmouth-Ocean
    advertisers, *i.e.*, those seeking to focus their advertising on
    potential customers located in the Monmouth-Ocean metro, would
    likely not find most New York stations acceptable alternatives
    because such advertisers would have to pay significantly higher
    rates in these larger markets without reaching a significantly
    larger share of the target audience. Because the issue of the
    relevant geographic market is complex in this case, and because we
    find that the proposed transaction is consistent with the public
    interest even under the presumed Arbitron market definition, we
    assume without deciding that the relevant geographic market is the
    Monmouth-Ocean Arbitron metro.

27. *Market Participants*. In addition to the Nassau and Seashore
    stations, the following commercial band radio stations are reported
    by BIA as having the Monmouth-Ocean metro as their home market: (1)
    WWZY(FM), Long Branch, New Jersey, licensed to Big City Radio-NYC,
    LLC; (2) WRAT(FM), Point Pleasant, New Jersey, licensed to The
    Sentinel Publishing Co.; (3) WJRZ(FM), Manahawkin, New Jersey,
    licensed to Jersey Shore Broadcasting Corp.; (4) WBHX(FM),
    Tuckerton, New Jersey, licensed to Beach Haven Communications, Inc.;
    and (5) WHTG-AM/FM, Eatontown, New Jersey, licensed to Press
    Communications LLC.

28. Millennium argues that numerous out-of-market stations, including
    many New York metro stations, should be counted as alternative
    outlets for listeners as well as for local advertisers.[^45] The BIA
    Economic Analysis identifies nineteen out-of market stations that
    generate revenue from the Monmouth-Ocean market. The BIA Economic
    Analysis estimates that the nineteen out-of-market stations generate
    an estimated \$24,869,000 in revenue from Monmouth-Ocean advertisers
    and should, therefore, be counted as market participants.[^46] We
    consider Millennium's argument concerning these stations in our
    discussion below of market share and market concentration.

29. *Market Share and Market Concentration*. According to the BIA 2001
    Database, radio stations that are home to the Monmouth-Ocean metro
    generate \$22,950,000 in radio advertising revenues. Using BIA 2001
    Database information, the pre-merger market structure in the
    Monmouth-Ocean metro is as follows:[^47]

[Licensee Market Revenue Market Share]{.underline}

Nassau \$9,700,000 42.3%

Seashore[^48] \$4,950,000 21.6%

Big City Radio \$2,700,000 11.8%

Jersey Shore Broadcasting Corp.\* \$2,100,000 9.2%

Sentinel Publishing Co.\* \$2,000,000 8.7%

Press Communications \$1,300,000 5.7%

[Beach Haven Communications\* \$200,000 0.9%]{.underline}

Total market revenue \$22,950,000 100%

Based on the above BIA 2001 Database information, the proposed
transaction would consolidate the two largest radio groups under
Millennium's ownership, thereby increasing the largest group's share of
revenues in the Monmouth-Ocean Arbitron from 42.3 percent to 63.8
percent. Under the Herfindahl-Hirshman Index ("HHI"), this represents an
increase in HHI of 1823, and a post-merger HHI of 4406.

30. The BIA Economic Analysis presents market data that are not directly
    comparable to the figures presented in the Table above, which
    reflect BIA revenue 2001 data.[^49] Millennium provides revenue
    figures for total station revenue for the six stations it would own
    post-merger (including out-of-market WKXW(FM)) as being
    \$16,645,000.[^50] Millennium then argues, based on estimates in the
    BIA Economic Analysis, that the asserted \$24,869,000 in revenues
    earned by the nineteen out-of-market stations from Monmouth-Ocean
    advertisers should be counted in determining market share and market
    concentration.[^51] With these adjustments, Millennium's post-merger
    market share would be 33.1 percent, and the post-merger HHI would be
    1,774 with a change in HHI of 516.[^52]

31. Millennium's assertion that nineteen out-of-market stations generate
    an estimated \$24,869,000 in revenue from Monmouth-Ocean advertisers
    is more significant than its proposed adjustment to its own
    stations' revenues because this revenue figure results in a
    post-merger share of approximately 33 percent.[^53] Both the list of
    out-of-market stations that compete for Monmouth-Ocean advertisers
    and their estimated revenues from Monmouth-Ocean advertisers
    ultimately derive from BIA, with information provided from
    conversations with employees of Nassau and Millennium.[^54] In
    addition, Nassau has provided evidence that specific businesses in
    Monmouth-Ocean have advertised on competing in-market stations and
    out-of-market stations in New York.[^55]

32. Our analysis suggests that the advertising rates charged by stations
    in the New York metro would likely exceed, on average, the rates
    charged by stations in the Monmouth-Ocean metro and that this rate
    differential limits the degree to which advertisers would substitute
    stations in the New York metro for stations in the Monmouth-Ocean
    metro. While this barrier to substitutability is not absolute and
    some advertisers may find out-of-market radio stations acceptable
    substitutes for in-market stations, the evidence on this record does
    not convince us that we should attribute any of the revenue earned
    by New York metro stations to the Monmouth-Ocean market. After
    considering the evidence submitted in the record, we conclude that
    we should give limited weight to the potential competitive influence
    of out-of-market stations in our public interest analysis.

33. *Potential for harm to advertisers and listeners*. We find that
    proposed post-merger concentration levels raise potential
    competitive concerns. The proposed transaction would combine the two
    highest revenue generating stations in the Monmouth-Ocean metro to
    create a new station group that could have a market share of nearly
    64 percent. The proposed transaction also produces a significant
    increase in market concentration, yielding a post-merger HHI of
    4,406 with an increase in HHI of 1,823. We believe that this
    concentration level raises "significant competitive concerns."[^56]

34. Under our interim policy, we consider this post-merger concentration
    level in connection with the specific circumstances of this case to
    determine the potential impact of the proposed transaction on the
    public. As we have previously stated, HHI calculations "must be
    carefully interpreted with\[in\] the context of the factual
    circumstances of any individual case," and require the consideration
    of, among other things, any "possible adverse effects on listeners
    in the local radio market."[^57] In this case, we find that several
    factors mitigate any adverse impact on listeners that otherwise
    could result from the concentration levels produced by the proposed
    transaction, thus diminishing our public interest concerns.

35. As we noted above, Millennium seeks to alleviate the competitive
    concerns raised by the proposed transaction by arguing that nineteen
    New York stations compete in the Monmouth-Ocean metro, such that
    Millennium's post-merger market share and concentration levels are
    lower than those arrived at by looking only at the stations home to
    the Monmouth-Ocean metro. Specifically, if we fully accepted
    Millennium's argument, Millennium's post-merger market share would
    be 33 percent, and the post-merger HHI would be 1,774, representing
    a change in HHI of 516.[^58] As indicated above, generally, we do
    not agree with Millennium's and Nassau's proposed finding based on
    the record we have before us. While we acknowledge that Millennium's
    post-merger market share and concentration level may be overstated
    by the BIA 2001 Database information, we find that any discrepancy
    is not significant to our analysis, and we are not convinced that
    New York stations compete to a substantial degree for advertising
    revenues in the Monmouth-Ocean metro.

36. We find, however, that the low in-market station listening share in
    the Monmouth-Ocean metro does mitigate the potential harm to
    national and regional advertisers and listeners that could result
    from the proposed transaction. Stations in the Monmouth-Ocean metro
    capture only 28.6 percent of the Monmouth-Ocean audience, with the
    remaining 71.4 percent of listeners choosing to listen to
    out-of-market stations.[^59] According to the BIA Economic Analysis,
    35 out-of-market radio stations have enough Monmouth-Ocean listeners
    to meet minimum reporting standards.[^60] Furthermore, the BIA 2001
    Database indicates that some of these out-of-market stations have
    listening shares and formats that are comparable to those of most
    Monmouth-Ocean stations. Moreover, only three out-of-market stations
    are owned by Millennium.[^61] For national and regional advertisers
    in particular, the degree to which out-of-market stations attract
    Monmouth-Ocean listeners indicates that those advertisers can reach
    Monmouth-Ocean listeners without purchasing advertising from radio
    stations in the Monmouth-Ocean metro. As a result, these advertisers
    are unlikely to be significantly adversely affected by the proposed
    transaction.

37. Local advertisers, *i.e.*, advertisers seeking to focus their
    advertising on potential customers within the Monmouth-Ocean metro,
    are less likely to have the same competitive alternatives as
    national and regional advertisers. These advertisers may not find it
    cost effective to pay generally higher out-of-market advertising
    rates to reach a target audience that is located in the
    Monmouth-Ocean metro, and thus these advertisers may be subject to
    supracompetitive rates post-transaction to the extent that the
    dominant players in the market can effectively price discriminate
    against these advertisers. Generally, because we believe that the
    economic incentives inherent in a fully functioning competitive
    market are the most effective way to maximize listener benefits, the
    potential harm to these advertisers implicates our public interest
    concerns.

38. However, as noted previously, our ultimate concern is the effect a
    proposed transaction will have on listeners.[^62] Here, we find that
    the relatively high proportion of Monmouth-Ocean listeners who
    listen to out-of-market stations lessens our concern about any
    potential harm to listeners. The BIA 2001 Database indicates that
    Monmouth-Ocean is the home market of 12 commercial and nine
    non-commercial radio stations. In contrast, the BIA 2001 Database
    lists 50 out-of-market stations, 32 of which had a reportable
    listening share in the Monmouth-Ocean metro in Fall 2001.[^63]
    Monmouth-Ocean residents appear willing to take advantage of these
    listening choices. While Monmouth-Ocean home stations in the
    aggregate captured 28.6 percent of the Monmouth-Ocean audience, the
    aggregate listening share for out-of-market stations was 71.4
    percent.[^64] Nor is out-of-market listenership so fractionalized as
    to diminish its influence; to the contrary, the first, second, and
    fourth largest stations in Monmouth-Ocean in terms of listening
    share are out-of-market stations.[^65] We find that the large number
    of out-of-market stations and their relative success among
    Monmouth-Ocean listeners, and the ease with which Monmouth-Ocean
    listeners can switch to other commercial radio stations, will
    constrain the incentive and ability of Millennim to harm listeners
    by diminishing program quality or quantity. We recognize, of course,
    that this constraint operates only to the extent that Monmouth-Ocean
    listeners find the programming of out-of-market stations to be
    adequate substitutes for in-market stations' programming. While this
    assumption may be reliable for most entertainment programming, it
    may be less so with respect to locally oriented broadcast material,
    which is unlikely to be provided by stations primarily serving a
    much larger, adjacent market. In any event, however, we believe that
    the potential benefits to Monmouth-Ocean listeners from the type of
    local service proposed by Millennium in connection with its New
    Jersey network[^66] outweigh any risks posed by the transaction.
    Indeed, we would expect the New Jersey oriented programming of
    Millennium's network to benefit listeners throughout New Jersey, a
    state uniquely underserved by broadcast media. This, along with the
    substantial public interest benefits we describe below, leads us to
    conclude that the proposed transaction serves the public interest.

39. We give little weight to Millennium's argument concerning new entry
    into the market.[^67] While WCHR-FM is a recent new entrant to the
    market, there is an application pending to transfer control of the
    entity holding the WCHR-FM license to Nassau, and Millennium has an
    option to purchase this station in the event Nassau acquires it.

40. *Efficiencies and other public interest benefits.* Millennium argues
    that the proposed transaction will produce unique and substantial
    efficiencies and public interest benefits for listeners and
    advertisers in the Monmouth-Ocean market.[^68] Primarily, Millennium
    seeks to create a "new, statewide, news and informational radio
    network to provide New Jersey residents with a viable and worthwhile
    alternative to the New York City stations in terms of news,
    information, and priorities that are relevant to New Jersey
    residents and their local governments."[^69] Millennium points out
    that "there is no local New Jersey-based newspaper or newspaper
    chain that covers the whole state" and "very few television stations
    are licensed to New Jersey."[^70] Millennium further argues that
    while there are many radio stations in the state, many are under
    separate ownership and cover only a small portion of the state.[^71]
    Millennium argues that to create a radio network that reaches the
    entire state of New Jersey, Millennium needs to operate the five
    Nassau stations in conjunction with its seven existing radio
    stations that are located outside of the Monmouth-Ocean metro.[^72]
    Millennium believes a group of this size will substantially increase
    competition by improving the ability of Nassau's Monmouth-Ocean
    stations to compete with New York-based media.[^73]

41. Millennium argues that listeners will benefit by having access to
    award-winning station WKXW(FM), which is owned by Millennium and is
    the only New Jersey station providing 24-hour coverage of New Jersey
    news, traffic, weather and information.[^74] Millennium expects to
    integrate WKXW(FM)'s news department with the Nassau stations to
    "greatly improve local news programming" at those stations.[^75]
    Millennium asserts that "immense public interest benefits will
    accrue to New Jersey residents, public officials and advertisers by
    creating a truly statewide delivery system with Millennium's
    Atlantic City and Trenton area stations and the Nassau stations to
    provide 24-hour in-depth coverage of news, traffic, weather and
    information specifically oriented to New Jersey listeners."[^76]

42. Millennium expects to create substantial efficiencies through group
    operation of the Nassau stations. Millennium expects to consolidate
    engineering, traffic, accounting, administrative, sales and general
    management functions through common operation of the twelve-station
    New Jersey group. Millennium argues that these efficiencies will
    permit it to offer the first New Jersey only, statewide news and
    information radio network, to increase the quality and amount of
    public service announcements, and to offer advertisers a much more
    cost efficient alternative to reach New Jersey residents.[^77]
    Millennium further argues that advertisers will benefit from the
    transaction because they will be able to take advantage of the
    state-wide radio network that Millennium plans to implement.[^78]
    Advertisers who want to reach the entire state of New Jersey will be
    able to negotiate a single rate with a single media entity rather
    than negotiating with individual stations.[^79]

43. After reviewing the record, we agree that the proposed combination
    will provide certain public interest benefits that, despite our
    concerns for the competitive effects of the proposed transaction,
    warrants grant of the underlying applications. In the television
    context, we have long recognized that New Jersey's proximity to
    large media markets such as New York and Philadelphia have left New
    Jersey "in need of additional television coverage, particularly with
    respect to local news and public affairs."[^80] In this case,
    Millennium asserts that it has established a nearly-statewide radio
    network designed to meet the news and public affairs needs of New
    Jersey residents and that the proposed transaction will enable it to
    complete its radio footprint over the entire state. The evidence in
    the record indicates that the Monmouth Stations and their listeners
    should benefit as a result of being part of that news network, and
    through their affiliation with WKXW(FM). In addition, the proposed
    transaction will likely produce certain efficiencies that will
    provide greater resources to Millennium as it completes its news
    network. In sum, we find that the public interest benefits of this
    transaction are substantial and likely enough to outweigh our
    concerns that the proposed transaction will produce competitive
    harms in the Monmouth-Ocean metro.

# conclusion

44. We find that based on the record before us, the benefits cited by
    Millennium are real and substantial. In particular, as a result of
    Millennium's operation of these stations, listeners in the
    Monmouth-Ocean area are likely to receive substantially improved
    programming, which is geared to local interests and local concerns.
    They should also benefit from Millennium's proposal to create a New
    Jersey radio network covering the entire state. Based on the
    foregoing analysis, we find no substantial and material questions of
    fact as to the effect of the proposed transaction on competition
    that would warrant further inquiry.[^81] We find that the public
    interest benefits discussed above outweigh the potential competitive
    harms that may result from this transaction. In addition, we have
    reviewed the assignment applications and find that Millennium is
    qualified. We therefore find that grant of the applications is
    consistent with the public interest, convenience and necessity.

# ordering clauses

45. ACCORDINGLY, IT IS ORDERED, That the application to assign the
    licenses of WADB(AM), Asbury Park, New Jersey (File No.
    BALH-20010618AAO), WBBO(FM), Ocean Acres, New Jersey (File No.
    BALH-20010618AAP), and WJLK-FM, Asbury Park, New Jersey (File No.
    BALH-20010618AAN), from Nassau Broadcasting II, LLC to Millennium
    Shore Holdco, LLC IS GRANTED.

46. IT IS FURTHER ORDERED, That the application to assign the license of
    WOBM-FM, Toms River, New Jersey (File No. BALH-20010618AAU), from
    Seashore Broadcasting Corp. to Millennium Shore Holdco, LLC IS
    GRANTED.

47. IT IS FURTHER ORDERED, That the application to assign the license of
    WOBM(AM), Lakewood Township, New Jersey (File No. BALH-20010618AAT),
    from North Shore Broadcasting Corp., to Millennium Shore Holdco, LLC
    IS GRANTED.

    FEDERAL COMMUNICATIONS COMMISSION

    Marlene H. Dortch

    Secretary

**DISSENTING STATEMENT OF COMMISSIONER MICHAEL J. COPPS**

*In the Matter of Nassau Broadcasting II and Millennium Shore License
Holdco,*

*Seashore Broadcasting Corp and Millennium Shore License Holdco,*

*North Shore Broadcasting Corp and Millennium Shore License Holdco,*

I cannot support the grant of these transactions, which would result in
one owner owning five stations in the Monmouth, New Jersey area, with a
total of 63.8% of the advertising revenues in the market.

The majority notes that the concentration of ownership resulting from
this transaction raises "significant competitive concerns," but finds
that this level of concentration is mitigated by the fact that most
listeners in the area listen to out-of-market stations.

While most listeners may listen to out-of-market stations, those
stations do not provide the local coverage that makes radio unique. Each
radio station has an obligation to serve the needs of its local
community -- and each community has a right to be served. This is an
obligation that the FCC has traditionally taken very seriously. Without
locally based stations serving the community, who will cover local news
and public affairs? What station will cover the next mayoral race? Who
will cover school closings or local civic events?

In addition, the fact that the stations in the Monmouth area draw a low
in-market listening share does not give me great comfort about the
competitiveness of this market. Rather, it raises additional concerns
for me about the continued viability of the competing stations in the
market. It is unlikely that any owner in this market will be able to
compete with the market power that will accrue to the Millennium
stations. In addition, the stations in this area do not generally draw
out-of-market advertising revenues, and thus the other stations in the
market will not be able to make up for revenues lost to the Millennium
stations due to their increased market power.

The grant of this transaction based upon the availability of
out-of-market stations to listeners in the Monmouth area does not take
into account the unique local characteristics of radio or the effect of
the loss of advertising on local radio stations. The grant of these
transfers raises my concerns about the future of local radio, and I
cannot grant these transfers absent a hearing.

[^1]: North Shore and Seashore are commonly-owned companies. Nassau, or
    its predecessor, has owned the Nassau Stations since 1996. Nassau
    has operated WOBM(AM) and WOBM-FM pursuant to a time brokerage
    agreement since July 1, 1996.

[^2]: *See* *Rules and Policies Concerning Multiple Ownership of Radio
    Broadcast Stations in Local Markets*, 16 FCC Rcd 19861, 19894-97 ¶¶
    84-89 (2001).

[^3]: *See generally id*. at 19862-70 ¶¶ 3-18.

[^4]: *CHET-5 Broadcasting, L.P.*, Memorandum Opinion and Order, 14 FCC
    Rcd 13041, 13043 ¶ 8 (1999) (citing 47 U.S.C. § 309(a) and *KIXK,
    Inc.*, 13 FCC Rcd 15685 (1998)). *See also Shareholders of
    Citicasters, Inc.*, Memorandum Opinion and Order, 11 FCC Rcd 19135,
    19141-43 ¶¶ 12-16 (1996).

[^5]: *See* Public Notice, Broadcast Applications, Rep. No. 24303 (Aug.
    12, 1998). Under this policy, the Commission flagged proposed
    transactions that would result in one entity controlling 50 percent
    or more of the advertising revenues in the relevant Arbitron radio
    market or two entities controlling 70 percent or more of the
    advertising revenues in that market. *See AMFM, Inc.*, 15 FCC Rcd
    16062, 16066 ¶ 7 n.10 (2000).

[^6]: *Local Radio Ownership NPRM*, 16 FCC Rcd at 19870 ¶ 19.

[^7]: *Id.*

[^8]: *Id.* at 19894 ¶ 84.

[^9]: *Id.*

[^10]: *Id.* at 19895 ¶ 86.

[^11]: A metro is a metropolitan area defined by the Arbitron rating
    service, which is used by radio stations and radio advertisers in
    negotiating and determining advertising rates. Millennium is also
    the licensee of seven radio stations located elsewhere in New Jersey
    outside of the Monmouth-Ocean metro.

[^12]: *See* Option Agreement between Nassau Broadcasting I, L.L.C., et
    al, and Millennium Radio Group, LLC, attached to Application to
    Assign Licenses for stations WJLK-FM, WADB(AM), WBBO(FM) from Nassau
    to Millennium (FCC Form 314) (File Nos. BAL/BALH-20010618AAN-AAP),
    dated June 18, 2001, Exhibit C at 6.

[^13]: *See* Public Notice, Broadcast Applications, Report No. 25032
    (rel. July 23, 2001).

[^14]: *See generally Local Radio Ownership NPRM*, 16 FCC Rcd at 19870 ¶
    18. A flagged public notice includes the following language:

    > Note: Based on our initial analysis of this application and other
    > publicly available information, including advertising revenue
    > share data from the BIA database, the Commission intends to
    > conduct additional analysis of the ownership concentration in the
    > relevant market. This analysis is undertaken pursuant to the
    > Commission's obligation under Section 310(d) of the Communications
    > Act, 47 U.S.C. Section 310(d), to grant an application to transfer
    > or assign a broadcast license or permit only if so doing serves
    > the public interest, convenience and necessity. We request that
    > anyone interested in filing a response to this notice specifically
    > address the issue of concentration and its effect on competition
    > and diversity in the broadcast markets at issue and serve the
    > response on the parties.

[^15]: BIA is a communications and information technology investment
    banking, consulting, and research firm. BIA provides strategic
    funding, consulting and financial services to the
    telecommunications, Internet, and media/entertainment industries.
    BIA provides annual revenue estimates on a subscription basis and
    the Commission has a license to use this information. The data
    referred to herein as the "BIA 2001 Database" information was made
    available on March 12, 2002.

[^16]: Letter from Peter Doyle, Chief, Audio Services Division, Mass
    Media Bureau, to Richard Zaragoza, Esq., *et al*. (dated Jan. 17,
    2001).

[^17]: Millennium Feb. 22, 2001 Response; Nassau Mar. 5, 2002 Comments.

[^18]: 47 U.S.C. § 310(d).

[^19]: *See Local Radio Ownership NPRM,* 16 FCC Rcd at 19894-97 ¶¶
    84-89.

[^20]: *Id*. at 19895-96 ¶ 86.

[^21]: *Id.* at 19895 ¶ 85; *see VoiceStream Wireless Corp.*, Memorandum
    Opinion and Order*,* 16 FCC Rcd 9779, 9789 ¶ 17 (2001); *see also*
    *Chet-5 Broadcasting, L.P.*, 14 FCC Rcd at 13043 ¶ 8 (holding that
    the Commission has "an independent obligation to consider whether a
    proposed pattern of radio station ownership that complies with the
    local radio ownership limits would otherwise have an adverse
    competitive effect in a particular local market and thus would be
    inconsistent with the public interest").

[^22]: 15 U.S.C. § 18.

[^23]: Although the Commission's analysis of competitive effects is
    informed by antitrust principles and judicial standards of evidence,
    it is not governed by them, which allows the Commission to arrive at
    a different assessment of likely competitive benefits or harms than
    antitrust agencies may find based solely on antitrust laws. *See FCC
    v. RCA Communications,* 346 U.S. 86, 96-97 (1953) ("To restrict the
    Commission's action to cases in which tangible evidence appropriate
    for judicial determination is available would disregard a major
    reason for the creation of administrative agencies, better equipped
    as they are for weighing intangibles by specialization, by insight
    gained through experience, and by more flexible procedure."). *See
    also* *RCA Communications,* 346 U.S. at 94; *United States v. FCC*,
    653 F.2d 72, 81-82 (D.C. Cir. 1980) (*en banc*) (The Commission's
    "determination about the proper role of competitive forces in an
    industry must therefore be based, not exclusively on the letter of
    the antitrust laws, but also on the 'special considerations' of the
    particular industry."); *Teleprompter-Group W*, 87 FCC 2d 531
    (1981), *aff'd on recon.,* 89 FCC 2d 417 (1982) (Commission
    independently reviewed the competitive effects of a proposed
    merger); *Equipment Distributors' Coalition, Inc. v. FCC*, 824 F.2d
    937, 947-48 (1^st^ Cir. 1993) (public interest standard does not
    require agency to "analyze proposed mergers under the same standards
    that the Department of Justice . . . must apply.").

[^24]: *See AT&T Corp.*, Memorandum Opinion and Order, 14 FCC Rcd 3160,
    3168-69 ¶ 14 (1999); *WorldCom, Inc.*, Memorandum Opinion and Order,
    13 FCC Rcd 18025, 18030-31 ¶ 9 (1998) ("*Worldcom-MCI Order*").

[^25]: For example, the Supreme Court has repeatedly emphasized the
    Commission's duty and authority under the Communications Act to
    promote diversity and competition among media voices: it has long
    been a basic tenet of national communications policy that "the
    widest possible dissemination of information from diverse and
    antagonistic sources is essential to the welfare of the public."
    *Turner Broadcasting System, Inc. v. FCC*, 512 U.S. 622, 663 (1994)
    (*quoting United States v. Midwest Video Corp.*, 406 U.S. 649, 668
    n.27 (1972)).

[^26]: *See* *Deregulation of Radio*, Report and Order, 84 FCC 2d 968,
    994-97 (1981); *Sixth Report and Order*, Docket No. 8736, 1 RR
    91:559, :624 (1952).

[^27]: *See*, *e.g.*, *Worldcom-MCI Order*, 13 FCC Rcd at 18030-31 ¶ 9.

[^28]: 47 C.F.R. § 73.3555(a).

[^29]: *Id.*; *Implementation of Sections 202(a) and 202(b)(1) of the
    Telecommunications Act of 1996*, 11 FCC Rcd 12368 (1996).

[^30]: *See* Telecommunications Act of 1996, Pub. L. No. 104-104, 110
    Stat. 56 (1996), § 202(b)(1); 47 C.F.R. § 73.3555(a)(1).

[^31]: *See Definition of Radio Markets*, Notice of Proposed Rule
    Making, 15 FCC Rcd 25077, 25078 (2000) ("*Radio Market Definition
    NPRM*"). Under our current methodology, "we evaluate whether a
    proposed transaction complies with our ownership rules by first
    determining the boundaries of each market created by the
    transaction. Thus, we look to all stations that will be commonly
    owned after the proposed transaction is consummated and group these
    stations into 'markets' based on which stations have mutually
    overlapping signal contours. A market is defined as the area within
    the combined contours of the stations to be commonly owned that have
    a common overlap." *Id*.

[^32]: The contours of the Monmouth Stations, combined with the contours
    of Millennium's other stations in New Jersey create six "radio
    markets" for purposes of the Commission's multiple ownership rules
    using current methodology. *See* Application to Assign Licenses for
    stations WJLK-FM, WADB(AM), WBBO(FM) from Nassau to Millennium (FCC
    Form 314) (File Nos. BAL/BALH-20010618AAN-AAP), dated June 18, 2001,
    Exhibit 15.

[^33]: *Local Radio Ownership NPRM*, 16 FCC Rcd at 19895 ¶ 86.

[^34]: BIA Economic Analysis (attached as Exhibit B to Millennium Feb.
    22, 2002 Response) at 5. The BIA Economic Analysis is based
    partially on information and conversations with officers of Nassau
    and Millennium.

[^35]: BIA Economic Analysis (attached as Exhibit B to Millennium Feb.
    22, 2002 Response) at 5.

[^36]: Nassau Mar. 5, 2002 Comments at 8.

[^37]: *See*, *e.g.*, *Horizontal Merger Guidelines*, issued by U.S.
    Department of Justice & Federal Trade Commission, April 2, 1992,
    revised April 8, 1997, §§ 1.1, 1.12 ("*Horizontal Merger
    Guidelines*").

[^38]: Millennium Feb. 22, 2002 Response at 17.

[^39]: *Id*. and BIA Economic Analysis at 9. We note that Monmouth
    County is considered by Arbitron to be in the Monmouth-Ocean metro
    market as well as the New York metro market.

[^40]: Millennium Feb. 22, 2002 Response at 18 and DataWorld contour
    study (attached as Exhibit C to Millennium Feb. 22, 2002 Response).

[^41]: Nassau Mar. 5, 2002 Comments at 9.

[^42]: *See Horizontal Merger Guidelines* § 1.2.

[^43]: *See* *id.* § 1.22.

[^44]: We note that the Monmouth-Ocean metro is located near the
    Philadelphia and New York metros, two of the largest metros in the
    country.

[^45]: BIA Economic Analysis at 11.

[^46]: Millennium Response at 19; BIA Economic Analysis at 9-11.
    According to BIA, these stations are: WABC-AM and WPLJ-FM, New York,
    owned by ABC Radio Inc.; WOR-AM, New York, owned by Buckley
    Broadcasting; WAXQ-FM, WLTW-FM, WHTZ-FM, WKTU-FM and WTJM-FM, New
    York, all owned by Clear Channel Communications; WQHT-FM, WRKS-FM
    and WQCD-FM, New York, owned by Emmis Communications; WXRK-FM,
    WFAN-AM, WCBS-AM/FM and WNEW-FM, New York, owned by Infinity
    Broadcasting; WBLS-FM, New York, owned by Inner City Broadcasting;
    WQXR-FM, New York, owned by New York Times Co.; and WPAT-FM, New
    York, owned by Spanish Broadcasting.

[^47]: Radio stations with no reported revenue are not included in this
    chart. The names of the licensees marked with an asterisk (\*) have
    been edited to reflect the licensee names shown in the Commission's
    databases. These changes have no effect on the relative market
    shares of the market participants.

[^48]: The Seashore figures include the Seashore and North Shore
    stations.

[^49]: At the time Millennium filed its Response on February 22, 2002,
    the most recently available BIA data was for 2000. As such,
    Millennium's statements and those contained in the BIA Economic
    Analysis pertain to 2000 BIA data and interviews conducted with
    employees of Nassau and Millennium. *See* n.34, *supra*. In
    contrast, the revenue information provided in the Table above
    reflects BIA 2001 data.

[^50]: BIA Economic Analysis at 11. Therein, BIA notes that actual
    revenues for the Monmouth-Ocean stations, as provided to BIA by the
    current licensees, were 0.3 percent lower than the BIA 2000 database
    estimates previously relied on. *Id*. at 11, n.6. Given that It is
    not possible to give a parallel figure based on 2001 BIA data
    because In the BIA Economic Analysis, BIA also states that,
    according to local personnel, WKXW(FM) generates \$887,000 in
    revenues from the Monmouth-Ocean metro. *Id*. at 11, n.7.

[^51]: *Id.* at 19; BIA Economic Analysis at 10, Table 2 and at 13.

[^52]: BIA Economic Analysis at 12-13.

[^53]: The BIA Economic Analysis is based partially on information and
    conversations with officers of Nassau and Millennium. *Id*. at 3,
    n.2.

[^54]: S*ee* n. 34, *supra*.

[^55]: Nassau Mar. 5, 2002 Comments, Exhibit I, Declaration of Shari
    Brown Lynch.

[^56]: *See* *Horizontal Merger Guidelines* § 1.51(c).

[^57]: *Great Empire Broadcasting, Inc.*, 14 FCC Rcd 11145, 11151 ¶ 16
    (1999).

[^58]: Millennium Feb. 22, 2002 Response at 19; BIA Economic Analysis at
    10-13. These HHI figures assume that we adopt all of Millennium's
    proposed adjustments to the BIA 2001 data, *see* ¶ 30, *supra*, but
    that we do not adopt Nassau's arguments in favor of a larger list of
    market participants.

[^59]: Based on Fall 2001 Arbitron ratings information, Millennium's
    in-market stations account for a 15.7 percent listening share in the
    Monmouth-Ocean metro.

[^60]: BIA Economic Analysis at 7.

[^61]: Millennium owns three out-of-market stations that account for a
    6.7 percent listening share in the Monmouth-Ocean metro.

[^62]: *See* ¶ 14, *supra*.

[^63]: BIA 2001 Database information.

[^64]: *Id.*

[^65]: These stations are, respectively, ABC Radio's WABC-AM,
    Millennium's WKXW(FM) and Infinity's WXRK(FM). *See*, BIA 2001
    Database.

[^66]: *See infra* at ¶¶ 40-43.

[^67]: BIA Economic Analysis at 14.

[^68]: Millennium Feb. 22, 2002 Response at 8-17. *See also* Declaration
    of Charles Banta, Manager and member of the Advisory Board of
    Millennium Radio Group, LLC (attached as Exhibit A to Millennium
    Feb. 22, 2002 Response).

[^69]: Millennium Feb. 22, 2002 Response at 9.

[^70]: *Id.* at 14.

[^71]: *Id.*

[^72]: *Id*. at 10.

[^73]: *Id*. at 9.

[^74]: *Id.* at 11.

[^75]: *Id.* at 12.

[^76]: *Id.*

[^77]: *Id*. at 16-17.

[^78]: *Id*. at 13.

[^79]: *Id.*

[^80]: *New Jersey Coalition for Fair Broadcasting v. FCC*, 574 F.2d
    1119, 1122 (D.C. Cir. 1978) (describing Commission rulemaking
    proceedings to promote television service in New Jersey); *see
    also*, *e.g.*, *Capital Cities/ABC, Inc.*, 11 FCC Rcd 5841, 5866 (¶
    40) (1996).

[^81]: Millennium and Nassau each also challenged our interim policy on
    statutory grounds and fairness grounds. Because we grant these
    applications, we do not need to reach these issues.