**DA 02-1987**

**August 9, 2002**

**Media Bureau ACtion**

**MEDIA BUREAU SEEKS COMMENT ON PROPOSED INSULATION And**

**divestiture OF AT&T'S iNTEREST IN tIME wARNER eNTERTAINMENT, l.p.**

**MB DOCKET NO. 02-70**

**Comment Date: August 30, 2002**

Beginning on February 28, 2002,[^1] the Commission received applications
(collectively, the "Application") requesting consent to transfer to AT&T
Comcast Corporation ("AT&T Comcast"), control of (1) licenses and
authorizations held by Comcast Corporation ("Comcast") and (2) licenses
and authorizations held by AT&T Corp. ("AT&T") associated with the
operation of their respective cable systems. The Application was filed
pursuant to Sections 214 and 310(d) of the Communications Act of 1934,
as amended. In the Public Interest Statement filed with the Application,
the Applicants stated that AT&T planned to divest its interest in Time
Warner Entertainment, L.P. ("TWE") prior to the closing of the proposed
merger.[^2] The Applicants further stated that, if AT&T was unable to
divest its TWE interest by the closing date of the merger, the interest
would be insulated consistent with the Commission's attribution
rules.[^3] However, the Application did not specify the mechanism by
which the interest would be insulated.

On August 8, 2002, the Applicants filed supplemental information
concerning a proposed means of insulating the TWE interest until it can
be divested (the "TWE Proposal"). The Applicants assert that their
proposed means of insulating the TWE interest is consistent with prior
Commission decisions regarding insulation of attributable ownership
interests.

We have reviewed the TWE Proposal and find that, upon initial review, it
is acceptable for filing as an amendment to the Application. Because the
TWE Proposal addresses a question left open by the Application, it is
directly relevant to our evaluation of whether the proposed license
transfer will serve the public interest. Input from interested parties
will assist the Commission in analyzing the TWE Proposal.

By this Public Notice, we establish a 21-day period to receive comments
on the TWE Proposal from interested parties. Commenters should not use
this pleading cycle as an opportunity to reiterate arguments they have
already made in this proceeding, or to discuss matters that pertain to
the proposed merger generally, but not to the TWE proposal in
particular.

To accommodate the pleading cycle, we will stop the clock on the 180-day
review period that governs this proceeding.[^4] At the close of the
pleading cycle, we will re-start the clock unless intervening events
dictate otherwise.

Pursuant to Sections 1.415 and 1.419 of the Commission\'s rules, 47
C.F.R. §§ 1.415, 1.419, interested parties may file comments on or
before **August 30, 2002.** Comments may be filed using the
Commission\'s Electronic Comment Filing System (ECFS) or by filing paper
copies. *See Electronic Filing of Documents in Rulemaking Proceedings*,
63 Fed. Reg. 24121 (1998). All filings regarding any aspect of the TWE
Proposal should reference the docket number assigned to this proceeding,
**MB Docket No. 02-70**.

Given recent changes in the mail delivery process, we strongly urge
commenters to use the Commission's Electronic Comment Filing System
(ECFS). Procedures for filing through ECFS are described below in the
"General Information" section. The *ex parte* status of this proceeding
will remain permit-but-disclose, as established in the initial Public
Notice in this proceeding[^5] and as described below in the "*Ex Parte*
Status of this Proceeding" section.

######### 

######### EX PARTE STATUS OF THIS PROCEEDING

Because this proceeding involves broad public policy issues, the
proceeding will be treated as "permit but disclose" for purposes of the
Commission's *ex parte* rules. *See generally* 47 C.F.R. §§
1.1200-1.1216. *Ex parte* presentations will be governed by the
procedures set forth in Section 1.1206 of the Commission's rules
applicable to non-restricted proceedings.[^6] Should circumstances
warrant, this proceeding or any related proceeding may be designated as
restricted.

Parties making oral *ex parte* presentations are directed to the
Commission's statement re-emphasizing the public's responsibility in
permit-but-disclose proceedings and are reminded that memoranda
summarizing the presentation must contain the presentation's substance
and not merely list the subjects discussed.[^7] More than a one or two
sentence description of the views and arguments presented is generally
required. *See* 47 C.F.R. § 1.1206(b)(2), as revised. Other rules
pertaining to oral and written presentations are set forth in Section
1.1206 (b) as well. We urge parties to use ECFS to file *ex parte*
submissions. *See* "General Information" section below.

# GENERAL INFORMATION

Comments filed through the ECFS can be sent as an electronic file via
the Internet to \<http://www.fcc.gov/e-file/ecfs.html\>. Generally, only
one copy of an electronic submission must be filed. If multiple docket
or rulemaking numbers appear in the caption of this proceeding, however,
commenters must transmit one electronic copy of the comments to each
docket or rulemaking number referenced in the caption. In completing the
transmittal screen, commenters should include their full name, U.S.
Postal Service mailing address, and the applicable docket or rulemaking
number. Parties may also submit an electronic comment by Internet
e-mail. To get filing instructions for e-mail comments, commenters
should send an e-mail to ecfs@fcc.gov, and should include the following
words in the body of the message, \"get form \<your e-mail address\>.\"
A sample form and directions will be sent in reply. Parties who choose
to file by paper must file an original and four copies of each filing.
If more than one docket or rulemaking number appear in the caption of
this proceeding, commenters must submit two additional copies for each
additional docket or rulemaking number. Filings can be sent by hand or
messenger delivery, by commercial overnight courier, or by first-class
or overnight U.S. Postal Service mail (although we continue to
experience delays in receiving U.S. Postal Service mail). The
Commission\'s contractor, Vistronix, Inc., will receive hand-delivered
or messenger-delivered paper filings for the Commission\'s Secretary at
236 Massachusetts Avenue, N.E., Suite 110, Washington, D.C. 20002. The
filing hours at this location are 8:00 a.m. to 7:00 p.m. All hand
deliveries must be held together with rubber bands or fasteners. Any
envelopes must be disposed of before entering the building. Commercial
overnight mail (other than U.S. Postal Service Express Mail and Priority
Mail) must be sent to 9300 East Hampton Drive, Capitol Heights, MD
20743. U.S. Postal Service first-class mail, Express Mail, and Priority
Mail should be addressed to 445 12th Street, SW, Washington, D.C. 20554.
All filings must be addressed to the Commission\'s Secretary, Office of
the Secretary, Federal Communications Commission.

In addition, we request that parties serve the following with either one
electronic copy via e-mail or two paper copies of each pleading or *ex
parte* submission: (1) Qualex International, Portals II, 445 12^th^
Street, S.W., Room CY-B402, Washington, D.C. 20554, telephone (202)
863-2893, facsimile (202) 863-2898, or email at
[qualexint@aol.com](../qualexint@aol.com); (2) Roger Holberg, Media
Bureau, 445 12^th^ Street, S.W., Room 2-C262, Washington, D.C. 20554,
<rholberg@fcc.gov>; (3) Erin Dozier, Media Bureau, 445 12^th^ Street,
S.W., Room 2-C221, Washington, D.C. 20554, <edozier@fcc.gov;> (4) Simon
Wilkie, Chief Economist, Office of Plans and Policy, 445 12^th^ Street,
S.W., Room 7-C452, Washington, D.C. 20554, <swilkie@fcc.gov>; (5) James
Bird, Office of General Counsel, 445 12^th^ Street, S.W., Room 8-C824,
Washington, D.C. 20554, <jbird@fcc.gov;> (6) William Dever, Common
Carrier Bureau, 445 12^th^ Street, S.W., Room 5-C266, Washington, D.C.
20554, <wdever@fcc.gov>, (7) Cynthia Bryant, International Bureau, 445
12^th^ Street, S.W., Room 6-C807, <cybryant@fcc.gov>; (8) Jeff Tobias,
Wireless Telecommunications Bureau, 445 12^th^ Street, S.W., Room
2-C828, Washington, D.C. 20554, <jtobias@fcc.gov>; and (9) Lauren
Kravetz Patrich , Wireless Telecommunications Bureau, 445 12^th^ Street,
S.W., Room 4-A163, Washington, D.C. 20554, <lkravetz@fcc.gov>.

Alternate formats of this public notice (computer diskette, large print,
audio recording, and Braille) are available to persons with disabilities
by contacting Brian Millin at (202) 418-7426 voice, (202) 418-7365 TTY,
or e-mail at <bmillin@fcc.gov>.

The media contacts for this proceeding are Margo Domon Davenport, (202)
418-2949, and Michelle Russo, (202) 418-2358. The Media Bureau Contact
is Roger Holberg, (202) 418-2134.

**- FCC -**

[^1]: On February 28, 2002, the Applicants filed a Public Interest
    Statement and associated applications for consent to the transfer of
    control of certain licenses and authorizations. On various
    subsequent dates, up to and including March 26, 2002, the Applicants
    filed additional, related transfer of control applications, re-filed
    certain applications, and filed supplemental information or
    amendments to the applications to make them acceptable for filing.

[^2]: *Public Interest Statement* at 4, 19, 53-64.

[^3]: *Id*. at 64.

[^4]: The Commission has committed to expeditiously review proposed
    transactions by establishing an aggressive 180-day review period.

[^5]: *See* *AT&T Corp. and Comcast Corp. Seek FCC Consent for a
    Proposed Transfer of Control*, Public Notice, DA 02-733 (rel. March
    29, 2001), as modified *by Applications for Consent to the Transfer
    of Control of Licenses, Comcast Corporation and AT&T Corp.,
    Transferors, to AT&T Comcast Corporation, Transferee*, Erratum and
    Order Extending Filing Deadline, DA 02-1033 (rel. May 3, 2002).

[^6]: An *ex parte* presentation is any communication (spoken or
    written) directed to the merits or outcome of a proceeding made to a
    Commissioner, a Commissioner's assistant, or other decision-making
    staff member, that, if written, is not served on other parties to
    the proceeding or, if oral, is made without an opportunity for all
    parties to be present. 47 C.F.R. § 1.1201.

[^7]: *See Commission Emphasizes the Public's Responsibilities in
    Permit-But-Disclose Proceedings*, Public Notice, FCC 00-358, 15 FCC
    Rcd 19945 (2000).