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Before the
Federal Communications Commission
Washington, D.C. 20554


In the Matter of
the Applications of

UTV of San Francisco, Inc., KCOP Television, Inc.
UTV of San Antonio, Inc., Oregon Television, Inc., 
UTV of Baltimore, Inc., WWOR-TV, Inc.,  and
UTV of Orlando, Inc. and United Television, Inc.
(Assignors)

and

Fox Television Stations, Inc.
(Assignee)

For Consent to the Assignment of Licenses
for Stations KBHK-TV, San Francisco, CA;
KCOP-TV, Los Angeles, CA; KMOL-TV,
San Antonio, TX; KPTV-TV, Portland, OR;
WUTB-TV, Baltimore, MD; WWOR-TV,
Secaucus, NJ; WRBW-TV, Orlando, FL;
KMSP-TV, Minneapolis, MN; KTVX-TV,
Salt Lake City, UT; KUTP-TV, Phoenix, AZ
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File Nos. BALCT-20000918ABB,
ABC, ABD, ABF, ABK, ABL, 
ABM, ABN, ABU, ABY, ABG, 
ABH, ABI, ABJ, ABO, ABP,
ABQ, ABR, ABS, ABV, ABW,
ABX, ABZ, ACA, ACB, ACC,
ACD, ACE


MEMORANDUM OPINION AND ORDER

   Adopted:  July 23, 2001	Released:  July 25, 2001

By the Commission:  Chairman Powell and Commissioner Abernathy approving and issuing separate 
statements; Commissioners Tristani and Copps dissenting and issuing separate statements.

1. The Commission has before it for consideration the applications to assign the licenses of the 
ten television stations held by subsidiaries of Chris-Craft Industries  to Fox Television Stations, Inc. 
(FTS). A petition to deny was filed jointly by the Office of Communication, Inc. of the United Church of 
Christ, Academy of Latino Leaders in Action, Black Citizens for a Fair Media, Center for Media 
Education, Consumer Federation of America, Consumers Union, New York Metropolitan Association of 
the United Church of Christ, Rainbow/PUSH Coalition, and Valley Community Access Television 
(Petitioners).  For the reasons stated below, we deny the petition to the extent discussed below and grant 
the applications subject to conditions to ensure compliance with our multiple ownership and cross-
ownership rules.
I. INTRODUCTION
2. On September 18, 2000, FTS and Chris-Craft filed applications seeking Commission consent 
to the assignment of ten television broadcast licenses held by Chris-Craft.   FTS is the licensee of 24 
television broadcast stations.  FTS is a wholly-owned subsidiary of Fox Television Holdings, Inc. (FTH). 
An entity called Fox Entertainment Group (FEG) owns 100% of the common stock of FTH.  FEG also 
has a 24% voting interest in FTH and all of the equity except for $760,000.  Rupert Murdoch owns 100% 
of the preferred stock, controls 76% of the votes and has a $760,000 investment with a fixed 12% annual 
return in FTH. Mr. Murdoch is also chairman and chief operating officer of FTH.  Following the 
transaction, FEG will be owned approximately 85.25% by FEG Holdings, Inc. and 14.75% by public 
shareholders. The News Corporation Limited (News Corp.), an Australian corporation, owns 100% of 
FEG Holdings.   
II.	THE TRANSACTION
3. The parties seek to structure the transaction as a tax-free reorganization.   Chris-Craft will be 
merged into News Publishing Australia Limited (NPAL), an acquisition subsidiary of News Corp. At the 
time of the mergers, NPAL, through intermediate subsidiaries, will transfer essentially all of the acquired 
broadcast assets to FEG, in exchange for shares of FEG stock.  As set forth in the attached Exhibit B, 
those assets will be held by a newly formed subsidiary of FEG, Newco.  The station licenses will be 
assigned to FTS.  Newco will perform the day-to-day operations of the station pursuant to an operating 
agreement.  On January 25, 2001, the applicants filed a draft of an amended operating agreement 
(Operating Agreement) that set out the respective rights and responsibilities of FTS and Newco regarding 
the stations operations. 
4. Under the Operating Agreement, FTS has authority, power, and control over the 
management and operations of the Stations and is responsible for setting policy regarding programming, 
personnel, and finances.  FTS has the right to approve all programming, including the power to direct the 
scheduling of any programming and to direct Newco to acquire, produce, pre-empt or discontinue any 
programming.  FTS shall select and employ two employees, one management-level, at each station. FTS 
shall select the general manager of each station, who shall report directly to the chairman of FTS or an 
FTS employee designated by the chairman.  In addition, the department heads of each station shall report 
to the respective department heads of FTS.  FTS will direct the preparation of all budgets for the stations, 
have the right to approve specific equipment purchases, and direct purchases by Newco. FTS also will 
have the contractual right to cause the sale of the licenses and the assets of the stations without the 
approval of Newco as long as the sale is an arms-length transaction at fair market value.
5. The Operating Agreement vests responsibility for the day-to-day operations of the stations in 
Newco.  Subject to the ultimate authority and control of FTS, Newco has the right to enter into 
programming contracts.  Except for those individuals who work directly for FTS, Newco shall employ all 
personnel, subject to the control and approval of FTS.  Newco will purchase all equipment, subject to the 
FTS approved budget and will pay all expenses and capital costs.  All receipts will be deposited in 
Newcos accounts established for the respective stations for the benefit of Newco and FTS.  Newco will 
receive 95% of all net income and pay 95% of all net losses, while FTS will receive 5% of all net income 
and pay 5% of all net losses.  In the event of the sale of a station, Newco shall receive 95% of the profit 
and FTS shall receive the remaining 5%.
6. As a result of the transaction, television duopolies will be formed in the New York, Los 
Angeles, Phoenix, and Salt Lake City Designated Market Areas (DMAs).  The applicants have made 
showings that these television duopolies will comply with our local multiple ownership rules, except in 
the case of Salt Lake City.  There, the applicants have asked for a temporary waiver to come into 
compliance with our rules.  The applicants have also requested a temporary waiver to come into 
compliance with our national ownership cap, which the combined company will exceed as a result of the 
proposed transaction.  Finally, the proposed transaction would result in the common ownership of two 
television stations and the New York Post (Post) in New York City.  In their showing, the applicants 
argue that the television/newspaper combination would comply with a waiver the Commission 
previously granted permitting the common ownership of one television station and the Post.  In the 
alternative, the applicants request an interim waiver permitting the proposed combination pending the 
outcome of a rulemaking to re-examine the television/newspaper cross-ownership rule. 
7. The Petitioners oppose the application on the grounds that the proposed transaction would 
violate the limits on alien ownership of broadcast licensees.  The Petitioners also argue against the 
creation of the television duopolies in Phoenix, New York, and Los Angeles, and against allowing FTS 
the requested time to comply with the local multiple ownership rules in Salt Lake City.  The Petitioners 
further oppose granting a waiver to permit Fox to come into compliance with the national ownership cap 
and oppose permitting the common ownership of two television stations in New York City and the Post.  
III. ALIEN OWNERSHIP AND CONTROL
8. Background.  Under Section 310(d) of the Communications Act, the Commission may grant 
its consent to a proposed transfer only if it determines that the public interest, convenience, and 
necessity will be served thereby.  The Commission generally considers whether the proposed 
transaction will be consistent with the Communications Act and the Commissions rules and, in addition 
to complying with those rules, whether the transaction would otherwise serve the public interest.  Where 
broadcast licenses are concerned, the effects of a proposed transaction on the diversity of voices and 
economic competition in a given market have long been core considerations in determining whether a 
transaction serves the public interest, convenience, and necessity.  
9. As we recently determined in Deutsche Telekom/VoiceStream, non-governmental alien 
ownership and control issues, such as those presented, in this case are governed by Section 310(b) of the 
Communications Act.   The alien ownership interests here are indirect as shown on Exhibit B and, 
therefore, we apply the alien ownership limits set forth in Section 310(b)(4) of the Communications Act, 
which prohibits granting a license to:
[A]ny corporation directly or indirectly controlled by any other corporation of which more than 
one-fourth of the capital stock is owned of record or voted by aliens, their representatives, or by 
any foreign government or representative thereof, or by any corporation organized under the 
laws of a foreign country, if the Commission finds that the public interest will be served by the 
revocation or refusal of such license. 
10. In Fox Television Stations, Inc. (Fox),  the Commission held that the News Corp.s interest 
in Twentieth Holding Corporation (Holdings)  exceeded the 25% benchmark established in 310(b)(4).  
As illustrated in Exhibit B, Holdings was the immediate parent of FTS.  Even though News Corp. owned 
shares of Holdings representing only 24% of the voting rights, the Commission found that News Corp. 
contributed over 99% of the capital invested and was entitled to virtually all of the economic incidents of 
the operation.  However, the Commission also found that Mr. Murdoch, by virtue of his controlling 
voting interest in Holdings, exercised de jure control over Holdings and, thereby, FTS.    The 
Commission also found that Mr. Murdoch was in charge of Holdings day-to-day operations and 
dominated its corporate affairs.  Therefore, even though FTS and Holdings were subsidiaries of News 
Corp. for financial reporting purposes, the totality of the evidence demonstrated that Mr. Murdoch 
exercised de facto control of the company.  The Commission ordered FTS to submit a showing as to why 
its ownership structure served the public interest or to explain how it intended to bring that structure in 
line with the statutory benchmark. 
11. In its subsequent decision in the matter,  the Commission found that the ownership structure 
was in the public interest.  The Commission based its decision on the unique equities of the case, 
including what it found to be FTSs good faith understanding of the statute.   The Commission also 
observed that the capital gains liability could be between $200 million and $720 million if FTS were 
required to restructure by selling a large portion of its stock to investors other than News Corp.   The 
Commission weighed these equities and costs against the statutory interest in limiting foreign 
participation in broadcasting.  It concluded that the inequity and expense of requiring corporate 
restructuring outweighed the statutory interest in limiting alien ownership in the unique circumstances 
present there, particularly because an American citizen exercised de jure and de facto control of the 
licensee and there was no reason to believe that Australian investment implicated national security 
concerns.   
12. The Commission then went on to consider future acquisitions by FTS, finding that it would 
disserve the public interest to confine our decision to stations FTS already owns, for doing so would 
unnecessarily hinder the companys ability to expand and frustrate its reasonable expectations of doing 
so.   The Commission therefore concluded that FTS, as presently structured may, consistent with the 
public interest, acquire additional broadcast stations (up to the allowable maximum set forth in our 
ownership rules, see 47 C.F.R. 73.3555). 
13. In 1998, the staff granted a short form assignment (1998 Assignment) of the stations then 
licensed to FTS and its subsidiaries.  The applicants stated that the stations would be transferred to a new 
FTS; FTS would be renamed Fox Television Holdings (the current FTH); and Twentieth Holdings 
Corporation would be renamed Fox Entertainment Group (FEG). See attached Exhibit B.  The applicants 
further stated that, following the pro forma reorganization, approximately 18% of FEGs stock would be 
publicly traded while the rest would continue to be ultimately owned by News Corp.  The grant of the 
1998 Assignment resulted in a reduction of the total alien equity interest in FEG.
14. The applicants argue that the proposed transaction is in compliance with the requirements of 
Fox II because FTS will have control of the station licenses and complete access to the operating assets 
of the stations.  They argue that FTS, and thereby Mr. Murdoch, will have de jure and de facto control of 
the licensees, in accordance with Fox II.  In contrast, the Petitioners contend that the structure proposed 
here is not the same as permitted in Fox II and requires us to conduct a new public interest analysis. The 
Petitioners contend that Newco, not FTS, will be in control of the Chris-Craft licenses, which they 
contend would violate 310(b)(4).   Petitioners also claim that FTS has failed to demonstrate that grant 
of this transaction would be in the public interest.
15. Discussion.  We agree with the applicants that the proposed structure complies with the 
Commission decision in Fox II.  They are therefore entitled to rely on the holding of that case, and no 
additional public interest analysis under section 310(b)(4) is required under the circumstances here.  The 
licenses will continue to be held by FTS and all of the stock of that entity will continue to be owned by 
FTH.  Petitioners focus appropriately on whether Mr. Murdoch, an American citizen, will maintain de 
jure and de facto control over the licenses.  The continuance of that control was the critical aspect of the 
structure that made possible the staffs approval of the 1998 Assignment. The same control of the 
licenses by Mr. Murdoch, through his control of FTS, continues in the structure proposed here. 
16. This conclusion is not altered by the fact that the stations operating assets will be held by 
Newco, rather than FTS, because FTS will control the operations of the stations.  The Commissions 
analysis of the stations locus of control generally rests on three factors: programming, personnel and 
finances.   Here, under the first factor, FTS has the power to approve all programming, direct its 
scheduling and overrule any Newco programming decisions.  FTS may require Newco to acquire, 
produce, pre-empt or discontinue any programming. Although Newco may enter into programming 
contracts and regularly schedule programming, all of its activities related to programming are subject to 
the approval and control of FTS, giving FTS control over station programming. 
17. In regard to the second factor, personnel, the general manager, who is selected by FTS, and 
all of the department heads of each station report to FTS.  Two employees at each station, including one 
managementlevel employee, are directly employed by FTS.  Any personnel employed by Newco are 
subject to the control and approval of FTS.  By having its own employees working at the station, 
including at least one manager, by having all of the department heads and the general manager report to 
FTS, and by subjecting all Newco personnel to the control and approval of FTS, the Operating 
Agreement gives FTS ultimate control over station personnel.
18. Under the third factor, finances, FTS retains control over the budget process.  Although 
Newco can purchase equipment and make capital expenditures, it can only do so according to the budget 
prepared by FTS, making its financial actions subject to the control of FTS. Finally, FTS has the 
contractual right to cause the sale of the stations without Newcos consent, provided the sale is at arms-
length. 
19. We conclude that FTS has established that it will maintain the required control over the 
stations being acquired.  In maintaining this control, FTS has complied with the mandate of Fox II that it, 
and thereby Mr. Murdoch, maintain de jure and de facto control over the licenses.  Furthermore, the level 
of alien equity contribution has not increased. We find, therefore, that the proposed corporate structure 
complies with Fox II in all material respects, and thus no additional public interest analysis under Section 
310(b)(4) is necessary. 
IV.       NATIONAL OWNERSHIP CAP
20. On November 7, 1996, we granted transfer of control applications that resulted in FTS 
owning stations having an aggregate national audience reach of 34.82 %.   Due to population changes 
within the respective DMAs and the addition of communities to two DMAs in Alabama, FTSs current 
aggregate national audience reach has increased to 35.352%.  FTS states that following the merger with 
Chris-Craft it will control 34 television stations licensed to 29 DMAs having an aggregate national 
audience reach of 40.91%.
21. The Telecommunications Act of 1996 directed the Commission to amend its ownership rules 
to prohibit the grant, transfer or assignment of any television license to any entity if it would result in 
that entity having a cognizable interest in television stations with an aggregate national audience reach 
exceeding 35%.   Because FTSs aggregate national audience reach following the merger would exceed 
the cap by 5.91%, it has asked for 12 months to reduce its national audience reach to its current level of 
35.352%.  FTS argues that the 12-month temporary waiver would serve the public interest by permitting 
orderly divestiture while avoiding disruptions in programming and service to the respective 
communities, and would be consistent with Commission precedent. 
22. The Petitioners maintain that a 12-month waiver should not be granted because viewpoint 
diversity and economic competition will be unduly compromised during the waiver period, and because 
FTS has not justified the need for a 12-month waiver in this instance.  The Petitioners further contend 
that FTSs motive in requesting a 12-month waiver is to delay compliance in order to avoid it altogether. 
Alternatively, the Petitioners argue the Commission should order FTS to disclose their specific 
divestiture plans, and should only grant a 6-month temporary waiver of the national television multiple 
ownership rule, expressly conditioned upon divesting a sufficient number of television stations to reduce 
the national audience reach to 35%. 
23. The Commission has determined that in multiple-station transactions the overall benefits of 
allowing time for an orderly divestiture will outweigh any temporary impact on diversity and 
competition from common ownership during a reasonable period following grant of the application.   In 
Shareholders of CBS Corporation, we granted a 12-month temporary waiver where CBS/Viacoms post-
merger aggregate national audience reach was slightly more than 41%, which is slightly greater than the 
national audience reach that would exist immediately following the acquisition of the Chris-Craft 
stations by FTS.   We believe that a similar length of time to come into compliance with the national 
audience reach cap is warranted in this proceeding.  Given the size of the proposed transaction, the 
practical difficulties of divesting the necessary stations, and our policy of avoiding forced sales, we 
conclude that the advantages of granting a 12-month temporary waiver of the national ownership cap in 
this instance will outweigh any temporary impact on diversity and competition and is in the public 
interest.   
24. We will permit FTS to decrease its aggregate national audience reach to its current level of 
35.352%, which will preserve the status quo ante.  A group owner whose station acquisitions have been 
approved by the Commission will not be required to divest if the aggregate national audience reach 
subsequently exceeds the national ownership cap due solely to market changes.   Even though FTSs 
aggregate national audience reach currently exceeds the 35% national ownership cap, divestiture is not 
required because the increase from the original 34.82% to the current 35.352% was not the result of a 
station acquisition.  Requiring FTS to divest the necessary stations to return to its current audience reach 
of 35.352% will not, therefore, result in a reduction of diversity and competition nationwide from its 
current level and is thus a fully sufficient remedy.  We further believe that this approach is a logical 
extension of our existing policy regarding the effects of market changes on a licensee's national audience 
reach.
25.  In Fox Television Stations, Inc. v. FCC, Dkt. No. 00-1222, et al. (D.C. Cir. 2001), the 
United States Court of Appeals for the District of Columbia Circuit recently stayed the portion of our 
order in Shareholders of CBS, 15 FCC Rcd 8230 (2000), which required CBS to divest some of its 
television stations in order to comply with the national television ownership cap.  The validity of the 
national television ownership cap is at issue in Fox Television Stations and the Court stayed the 
divestiture requirement until the resolution of that proceeding.  In light of these developments, we 
believe it is appropriate to delay the effectiveness of our condition requiring FTS to come into 
compliance with the national ownership cap until the Fox Television Stations case is resolved.  
Accordingly, FTS will be afforded a period of 12 months following the entry of a final decision in Fox 
Television Stations, that is no longer subject to judicial review, upholding the national broadcast 
television ownership cap, or any other order dismissing the issues raised therein, to file any application 
or applications that may be necessary at that time to come into compliance with the national ownership 
limits. 
V.         LOCAL TELEVISION OWNERSHIP RULE
26. Background and Standard.  The transaction will result in FTS owning two television stations 
in the New York, Los Angeles, Phoenix, and Salt Lake City DMAs. In the Television Ownership Order, 
we modified our rules to allow common ownership of two television stations in the same DMA, if eight 
independently owned and operating full-power commercial and noncommercial television stations will 
remain in the DMA post-merger, and at least one of the two stations to be commonly owned is not 
ranked among the top four in the DMA based on the most recent all-day (9:00 a.m.  midnight) audience 
share as measured by Nielsen Media Research or any comparable, professional, accepted audience 
ratings service.   FTS has submitted a showing that the newly created television duopolies in the New 
York, Los Angeles, and Phoenix markets will comply with our modified television duopoly rule.   FTS 
has stated that the newly created duopoly in Salt Lake City will not comply with our rules and has 
requested a 12-month temporary waiver of the television duopoly rule to come into compliance.  
27. The Petitioners argue that creation of the four television duopolies is inconsistent with the 
public interest.  With respect to the Phoenix market, the Petitioners argue that the Phoenix DMA does 
not represent actual viewing patterns, citing arguments made in their Petition for Reconsideration of the 
Television Ownership Order.  The Petitioners assert that, of the 11 independently owned and operating 
television voices licensed to communities within the Phoenix DMA, two are not actually available over 
the air in the Phoenix metropolitan area, and a third does not have a recorded market share in the Phoenix 
DMA.  Petitioners contend that, if these three stations are excluded as voices, then the combination will 
not comply with the voice count prong of the television duopoly rule.  With respect to the proposed 
television duopolies in New York and Los Angeles, the Petitioners argue that the Television Ownership 
Order did not contemplate VHF-VHF combinations in these markets.  The Petitioners further contend 
that, even if the proposed television duopolies in New York, Los Angeles and Phoenix are consistent 
with the television duopoly rule, they violate core diversity concerns.  Finally, the Petitioners argue 
that the Commission should grant at most a six-month temporary waiver of the television duopoly rule in 
the Salt Lake City market since the proposed duopoly would result in excessive market concentration.   
28. Discussion.  In our recently released Memorandum Opinion and Second Order on 
Reconsideration, we denied the Petitioners Petition for Reconsideration broadly challenging the 
geographic scope of the duopoly rule, and thus reaffirmed our conclusion that DMAs generally reflect 
actual viewing patterns by defining the market in a manner that is widely accepted and used by the 
advertising and broadcasting industries.  We did grant, however, partial reconsideration and modified 
the duopoly rule such that [i]n counting the number of independently owned and operating, full-power 
stations in a market for purposes of our rule, we will count only those stations whose Grade B signal 
contour overlaps with the Grade B contour of at least one of the stations in the proposed combination.   
In refining the duopoly rule, we did not extend this modification to exclude as voices those stations that 
fail to register a market share in the Nielsen Media Research all-day (9:00 a.m.  midnight) audience 
share report for the DMA.  We noted that assignment of a broadcast station to a particular market, and 
its continued success as a going concern, demonstrates that a station is a source of viable competition and 
diversity in a market, and therefore should be counted.   Consequently, even excluding the two stations 
whose Grade B contours do not overlap the Grade B contours of either station in the proposed 
combination, FTSs duopoly will still comply with the television duopoly rule in Phoenix. Having 
reviewed the showing submitted by the parties, we find that the television duopolies created by the 
merger of Fox and Chris-Craft in the Phoenix, New York, and Los Angeles DMAs will be in compliance 
with the television duopoly rule. As set forth in the Television Ownership Order and modified by the 
Memorandum Opinion and Second Order on Reconsideration, the Phoenix DMA, after the proposed 
merger, will include at least 8 independently owned and operating commercial and noncommercial 
television stations as identified by the modified voice count prong of the television duopoly rule.  
Additionally, at least one of the two commonly owned television stations is not among the top four-
ranked stations.   
29.  With respect to the VHF-VHF combinations proposed in the Los Angeles and New York 
markets, the Commission received several comments in the broadcast television ownership proceeding 
advocating a limitation or ban on VHF-VHF or VHF-UHF combinations.  Rather than limit or ban such 
combinations, we adopted a measured relaxation of our duopoly rule that consisted of a voice count and 
market rank component.   Accordingly, the VHF-VHF nature of the television duopolies created by the 
instant merger in New York and Los Angeles affords no basis for further inquiry here. 
30. Waiver Request. Following the merger, FTS will own the licenses of KSTU(TV) and 
KTVX(TV), Salt Lake City, Utah, both of which are tied for first in audience share in the Salt Lake City 
DMA according to the most recent all-day (9:00 a.m.  midnight) data published by Nielsen Media 
Research. FTS acknowledges that common ownership of KSTU(TV) and KTVX(TV) would violate the 
television duopoly rule because the stations Grade B contours overlap, and both are ranked within the 
top four in the Salt Lake City DMA in terms of audience share.  FTS, however, requests a temporary 
waiver of 12 months from consummation of the merger to make such divestitures as are necessary to 
come into compliance with the television duopoly rule in Salt Lake City.  FTS argues that the 
Commission typically grants temporary waivers to accommodate multi-station transactions. FTS also 
asserts that a twelve-month temporary waiver is appropriate in this instance given the magnitude of the 
total divestiture required to comply with both the television duopoly rule and national audience reach 
cap. 
31. As noted above, the applications here involve the assignment of ten television stations.  As 
FTS has noted, several of our past decisions have found temporary waiver of our multiple ownership 
rules appropriate in order to facilitate multi-station transactions, especially when the waiver was 
incidental to the larger transaction.   We continue to weigh requests for temporary waivers against our 
underlying goals of diversity and competition in the broadcast marketplace.  
32. After a careful review of the record, we conclude that allowing FTS a limited period of time 
following consummation of the transaction to come into compliance with the television duopoly rule in 
the Salt Lake City market will not disserve the public interest.  The stations to be commonly owned will 
represent only a small portion of this relatively large transaction.  In addition, the temporary waivers 
effect on competition and diversity is somewhat less consequential given the level of competition and 
diversity that already exists in the Salt Lake City market.  Ten independently owned and operating 
commercial and noncommercial television stations, and a total of 30 broadcast media voices, will remain 
within the Salt Lake City market post-merger during the short period of common ownership of 
KSTU(TV) and KTVX(TV). Our conclusion here comports with previous decisions, in which the 
Commission granted temporary waivers of the television duopoly rule in markets where a similar number 
of voices remained during the period of common ownership.  
33. In previous multiple station transactions involving temporary waiver requests, we have 
attempted to avoid any forced sale of station assets that could unnecessarily restrict the value of the 
stations to be divested and could artificially limit the range of potential buyers.   Though FTS requests 
one year to come into compliance with the television duopoly rule, it cites no cases involving only 
television station divestitures where we have granted more than a 6-month temporary waiver to come 
into compliance with that rule. We generally eschew granting 12-month waivers in such circumstances.  
Moreover, FTS has provided no evidence that either prevailing market conditions or FTSs own financial 
condition are such that providing 6 months to come into compliance with the television duopoly rule 
would result in a forced sale.   Consequently, we will deny FTSs request for a 12-month temporary 
waiver, and instead grant a 6-month temporary waiver of the television duopoly rule.  We believe that a 
6-month temporary waiver better balances our intention to avoid a forced sale with our concern for 
diversity and competition in the Salt Lake City market.  We will also prohibit FTS from divesting the 
station to any party whose acquisition of FTSs station would require waiver of the television duopoly 
rule.  
 VI.	TELEVISION/NEWSPAPER CROSS-OWNERSHIP RULE 		
	34.  Background.  As discussed above, FTS, the licensee of WNYW(TV), New York, New York, 
seeks to become the licensee of WWOR-TV, Secaucus, New Jersey, which is in the New York City 
DMA.   This combination, by itself, is in accord with our eight voice/top four-ranked standard for 
permissible television duopolies.  FTS and Mr. Murdoch also hold a permanent waiver of the 
broadcast/newspaper cross-ownership rule  which authorized the common ownership of WNYW(TV) 
and the New York Post.   FTS does not request the issuance of another permanent waiver permitting 
common ownership of WNYW(TV) and the Post but instead argues that the permanent waiver, 
combined with our recent decision relaxing the duopoly rule in certain contexts,  permits it to acquire 
WWOR-TV without the need for an additional waiver.  In the alternative, FTS argues that it should be 
granted an interim waiver of the broadcast/newspaper cross-ownership rule pending the outcome of a 
rulemaking regarding the revision or abolition of that restriction.  FTS contends that failure to grant a 
waiver for any lesser period of time will create uncertainty in its relationships with subscribers, 
advertisers and unions that could further undermine the financial viability of the Post.  The Petitioners 
claim that FTS has failed to demonstrate that its existing waiver automatically encompasses the second 
New York station that it seeks to retain or that an interim waiver would serve the public interest. 
	35. In 1985, Mr. Murdoch, as the controlling principal of the News Corp. subsidiary News 
America Television Incorporated, acquired WNYW(TV) in connection with a multi-station, multi-
market transaction by which 7 full-service broadcast television stations were acquired from Metromedia 
Radio and Television, Inc.  At that time, Mr. Murdoch controlled the Post, which had been acquired in 
1976.  As a condition to the grant of the application, Mr. Murdoch was required to divest his interest in 
the Post within two years in order to conform to the requirements of the broadcast/newspaper cross-
ownership rule.   In March 1988, News Corp complied with the condition, selling its interest in the Post 
to a company controlled by real estate developer Peter S. Kalikow.  Following his personal bankruptcy, 
Mr. Kalikow was unable to support the Posts operations as he had planned with funds from his real 
estate holdings.  As a result, Mr. Kalikow made several unsuccessful attempts to secure alternate funding 
for the Post.  After these attempts failed, Mr. Kalikow placed the Posts parent company in bankruptcy.  
During the bankruptcy proceeding, Mr. Murdoch agreed to assume management of the paper conditioned 
upon obtaining a permanent waiver of the cross-ownership rule and his making an offer to purchase the 
Posts assets.  Subsequently, Mr. Murdoch sought a waiver from the Commission that would permit a 
News Corp. subsidiary to acquire the Post and allow FTS to retain the license of WNYW(TV).  
36. Mr. Murdoch based the request for permanent waiver of the television/newspaper cross-
ownership rule on two grounds.  First, he argued that he was the only viable purchaser who 
demonstrated a willingness to undertake the financial burden of stabilizing and revitalizing the Post.  Mr. 
Murdoch stated that his commitment to the Post involved infusing up to $350,000 in cash per week, as 
well as providing managerial, technical and editorial skills necessary to operate the Post in the highly 
competitive New York market.   He contended that a strict application of the television/newspaper cross-
ownership rule would disserve the underlying policy of diversity by eliminating an important voice in the 
New York market.  Second, as support for his contention that permitting common ownership of the Post 
and WNYW(TV) would not unduly impact diversity in the New York market, he noted that the New 
York City area of dominant influence (ADI) contained 20 television stations, 97 AM and FM radio 
stations, 62 percent cable penetration and cable systems providing at least 56 different satellite-delivered 
program services, 36 daily newspapers with an average aggregate daily circulation of 4.5 million, and 
338 weekly newspapers.   Given the size and competitive nature of the New York market, Mr. Murdoch 
maintained that common ownership of WNYW(TV) and the Post would preserve diversity by rescuing 
an important competitive voice and source of viewpoint diversity, without resulting in either excessive 
media control or competitive advantage to Fox.        
37. The Commission analyzed the waiver request by examining the special circumstances 
under which the proposed combination was to be formed, and by assessing the diversity and 
competitiveness of the New York City market. The Commission concluded that the request had been 
amply justified, comporting with the high burden necessary to warrant grant of a waiver of the 
television/newspaper cross-ownership rule.  With respect to the special circumstances, the 
Commission looked to the financial condition of the Post, whose bankrupt status threatened the existence 
of a media voice in the New York market.   The Commission stated that the substantial funds necessary 
for capital improvements and for continuing operating losses raised an issue as to whether any alternative 
buyer would be willing to risk future liabilities of such magnitude in order to preserve the Post as an 
alternative voice.  Consequently, the Commission concluded that Mr. Murdochs involvement with the 
Post may have been pivotal to the newspapers survival. 
38. With respect to diversity and competition, the Commission found that any cost to diversity 
resulting from common ownership of WNYW(TV) and the Post would be outweighed by the benefit to 
diversity that would result from preservation of the Post as a viable voice.  The Commission further 
found that [g]iven the wide array of voices in New York City, any detriment to diversity caused by 
common ownership of two media outlets would be negligible, even were one to consider only full-
service television stations and the four daily newspapers then serving the New York market.   In 
addition, the Commission determined that the proposed combination would not result in undue market 
concentration as the addition of the Post would only add 1% to FTSs 5% share of the combined 
television-newspaper advertising market.   The Commission, therefore, concluded that grant of the 
waiver would not disserve the twin purposes of the television/newspaper cross-ownership rule, diversity 
and competition.   In deciding to grant a permanent rather than a temporary waiver, the Commission 
concluded that failure to do so would hamper the Post in its attempts to attract advertisers and readers 
and to negotiate with labor unions, suppliers, and distributors.  The Commission believed that only a 
permanent waiver could provide the degree of certainty that was necessary to revitalize the bankrupt 
Post.  
39. Discussion.  Section 73.3555(d)(3) of the Commissions rules provides that no license for 
[a] TV broadcast station shall be granted to any party (including all parties under common control) if 
such party directly or indirectly owns, operates, or controls a daily newspaper and the grant of such 
license will result in the Grade A contour of that television station encompassing the entire community 
in which such newspaper is published.  Though FTS has a permanent waiver for its WNYW(TV)/New 
York Post combination, the proposed transaction will result in FTS owning a second New York television 
station, WWOR-TV, whose Grade A contour will also encompass the entire community in which the 
Post is published.  FTS is not requesting an additional permanent waiver, but instead contends that its 
existing permanent waiver is adequate to permit the new combination. In the alternative, FTS contends 
that it is appropriate and consistent with past practice for the Commission to issue an interim waiver 
permitting common ownership of WNYW(TV), WWOR-TV, and the Post until conclusion of  a 
proceeding  to consider relaxation of the broadcast/newspaper cross-ownership rule.  According to FTS, 
examination of a renewed permanent waiver request now would be an inefficient use of the 
Commissions limited resources given that the cross-ownership rule ultimately may be relaxed to permit 
the cross-ownership in question.  
40. The original waiver was based on the particular combination of WNYW(TV) and the Post 
under the control of Mr. Murdoch and News Corp.  The original waiver did not contemplate the addition 
of a second New York DMA television station to that combination.  We agree with the Petitioners that 
the original waiver is not adequate to allow the combination requested here.  As we recently noted in our 
ownership proceedings, a waiver granted under market conditions that exist at a given place and time is 
not automatically extended to cover new combinations several years later under potentially changed 
market conditions.   By adding a new television station to the existing combination of WNYW(TV) and 
the Post, the proposed transaction clearly would create a new television/newspaper combination not 
contemplated at the time the original waiver was granted. Therefore, a new waiver of the 
television/newspaper cross-ownership rule is necessary in order to permit the combination requested 
here.  
41. With respect to the requested waiver pending the outcome of any future 
television/newspaper cross-ownership rulemaking, FTS cites one instance involving the Tribune 
Company where it contends that the Commission provided a similar waiver of the television/newspaper 
cross-ownership rule.   In the Tribune proceeding, the Commission deferred consideration of the waiver 
until after the outcome of the Commissions review of the television/newspaper cross-ownership rule in 
the 1998 biennial review of the ownership rules.  In the Biennial Review Report, we extended the waiver 
until the conclusion of the television/newspaper cross-ownership rulemaking.   That decision was 
predicated on the unusual circumstances that led to extension of the waiver; in particular, the fact that the 
Commission had not clearly articulated its policy on interim waivers prior to that time.  In a subsequent 
Tribune proceeding, however, we cautioned future applicants that it should now be clear that the mere 
initiation of a proceeding stating that the rule would be examined, or merely the fact that such a 
proceeding was on the horizon, would not be sufficient to warrant an interim waiver.   Consequently, 
we will not grant FTS an interim waiver as requested. 
42. Although we believe that neither a permanent nor a rulemaking-conditioned waiver is 
warranted in this case, we do believe that a temporary waiver of the television/newspaper cross-
ownership rule is appropriate.  In multiple-station, multiple-market merger transactions, such as 
presented here, it is not uncommon for the combined properties of the merged entity to create violations 
of the Commissions ownership rules in some markets.  In these circumstances, the Commission has 
granted temporary waivers of its rules, including the television/newspaper restriction, to permit an 
orderly disposition of assets and avoid forced sales.   We have concluded that such transactional 
accommodation serves that public interest by promoting the free alienability of broadcast properties.   In 
evaluating the propriety and nature of such waivers, we assess the need for the waiver and the harm to 
the goals underlying the relevant rule as a result of the waiver. The rule barring the common ownership 
of broadcast stations and newspapers grew out of our twin goals of maximizing diversity, while 
preventing undue concentration.  
43. With respect to diversity within the New York market, standard industry sources indicate 
that the New York market is made up of 6,918,600 households, with 6,874,900 television households 
spread out across 29 counties in parts of four states.   If we permit the requested common ownership of 
WWOR-TV and WNYW(TV), the New York DMA will still have at least 19 independent television 
voices.   Over 120 commercial and noncommercial radio stations are licensed to communities within the 
New York DMA, with over 65 independently owned and operated radio station groups.  New Yorks 
cable penetration rate is 74%, with at least 8 independent cable operators providing service in the 
market.   Finally, according to FTS, 25 daily newspapers are published in the DMA, as well as hundreds 
of local weeklies.
44. Of the 5 major daily newspapers in New York ranked by circulation, the Post ranks last.  The 
Post covers 5.3% of New York households on any given day and accounts for less than 4% of 
advertising revenues among the top 5 newspapers.  By contrast, the top-ranked New York Daily News 
covers 9.9% of households and receives 18.2% of advertising revenue and the second-ranked New York 
Times covers 9.4% of households while receiving 45.3% of advertising revenue.  FTS represents that in 
response to the competitive pressures from these other papers, the Post cut its newsstand price from $.50 
to $.25 in September, 2000.  As evidence of its commitment to the Post, in spite of its apparently weak 
competitive position, News Corp. notes that it has committed to further investment in the paper, 
including building a $250 million printing facility in the South Bronx.  
45. As a result of the diverse nature of the New York market,  the clearly non-dominant position 
of the Post in that market, as well as the Posts unique history of significant financial difficulties,  we 
conclude that it would be in the public interest to grant FTS a temporary 24-month period within which 
to come into compliance with the television/newspaper cross-ownership rule in the New York market, to 
the extent compliance has not been waived by the existing waiver permitting common ownership of 
WNYW(TV) and the Post.   A temporary loss of diversity, if any, in the New York market during this 
period will be outweighed by the benefits of permitting an orderly sale to a qualified buyer committed to 
preserving the Post as a media voice.   We note that grant of a 24-month temporary waiver here is 
consistent with our treatment of the television/newspaper combination created when Mr. Murdoch 
originally acquired WNYW(TV).   We further believe that the competitive position of the Post may be 
vulnerable and thus any shorter period of time to come into compliance would run a substantial risk of a 
forced sale.  Under these circumstances, the 24-month period afforded FTS will commence from the date 
of consummation of the instant transaction. 
 VII.      ADMINISTRATIVE MATTERS
46.  We have reviewed the proposed merger and the related pleadings and find that the applicants 
are fully qualified and that grant of the assignment of the licenses controlled by Chris-Craft to Fox 
Television Stations will serve the public interest, convenience, and necessity.
47. Accordingly, IT IS ORDERED, That the Motion to Dismiss Application filed by the Office 
of Communication, Inc. of the United Church of Christ, Academy of Latino Leaders in Action, Black 
Citizens for a Fair Media, Center for Media Education, Consumer Federation of America, Consumers 
Union, New York Metropolitan Association of the United Church of Christ, Rainbow/PUSH Coalition, 
and Valley Community Access Television IS DENIED, and That the petition to deny is GRANTED IN 
PART, and DENIED IN ALL OTHER RESPECTS.
48. IT IS FURTHER ORDERED, That the request for 12 months to come into compliance with 
the national television ownership cap, Section 73.3555(e), IS GRANTED, and THAT within 12 months 
of the issuance of a final order in Fox Television Stations, Inc. v. FCC, Dkt. No. 00-1222, et al. (D.C. 
Cir. 2001), that is no longer subject to judicial review, upholding the national broadcast television 
ownership cap, or any other order dismissing the issues raised therein, Fox Television Stations is directed 
to file any application or applications that may be necessary at that time to reduce its aggregate national 
audience reach to its pre-merger level.
49. IT IS FURTHER ORDERED, That the request for 12 months to come into compliance with 
the television duopoly rule, Section 73.3555(b), in the Salt Lake City market IS DENIED, however, we 
GRANT a temporary 6-month period from the date of consummation of the instant transaction for Fox 
Television Stations to file the application necessary to bring it into compliance in the Salt Lake City 
market.
50. IT IS FURTHER ORDERED, That from the date of consummation of the instant transaction, 
Fox Television Stations IS GRANTED a temporary 24-month period within which to come into 
compliance with the television/newspaper cross-ownership rule, 47 C.F.R. 73.3555(d)(3), insofar as it is 
necessary under our rules at that time, and to the extent compliance has not been waived by the existing 
waiver permitting common ownership of WNYW(TV) and the Post.
51. Accordingly, IT IS ORDERED, That the applications for consent to the assignment of the 
Chris-Craft broadcast station licenses, applications BALCT-20000918ABB-ABD, ABF, ABK, ABL-
ABN, ABU, ABY and BALTT-20000918ABG-ABJ, ABO-ABS, ABV-ABX, and ABZ-ACE, ARE 
GRANTED.


FEDERAL COMMUNICATIONS COMMISSION


Magalie Roman Salas
Secretary

EXHIBIT A

FULL-SERVICE STATIONS TO BE ASSIGNED

KBHK-TV, San Francisco, California	Facility I.D. 69619

KCOP-TV, Los Angeles, California	Facility I.D. 33742

KMOL-TV, San Antonio, Texas	Facility I.D. 69618

KPTV(TV), Portland, Oregon	Facility I.D. 50633	

WUTB(TV), Baltimore, Maryland	Facility I.D. 60552

WWOR-TV, Secaucus, New Jersey	Facility I.D. 74197

WRBW(TV), Orlando, Florida	Facility I.D. 54940

KMSP-TV, Minneapolis, Minnesota	Facility I.D. 68883

KTVX(TV), Salt Lake City, Utah	Facility I.D. 68889

KUTP(TV), Phoenix, Arizona	Facility I.D. 68886

EXHIBIT B

OWNERSHIP STRUCTURE ORIGINALLY APPROVED IN FOX II








	



	76% of voting stock
	<1% of equity



	24% of voting stock
		>99 of equity


CURRENT OWNERSHIP STRUCTURE OF FOX  TELEVISION STATIONS, INC.
(FOLLOWING COMMISSION APPROVAL OF PRO FORMA REORGANIZATION)









  76% of voting stock	  	 76% of voting stock 
	   	<1% of equity





		80% to 85% of equity




	15% to 20% of equity


		       >99% of equity
                                	24% of voting stock

	      


	
			100%

	
	





	





OWNERSHIP STRUCTURE FOLLOWING ACQUISITION OF CHRIS-CRAFT STATIONS









	76% of voting stock
	<1% of equity





		85.25% of equity




	14.75% of equity


		       >99% of equity
                                	24% of voting stock

	100%	      


	
			100%

	
	





	L









July 25, 2001

STATEMENT OF CHAIRMAN MICHAEL K. POWELL


  Re:	Assignment of Broadcast Licenses Held by Subsidiaries of Chris-Craft Industries, Inc., 
to Fox Television Stations, Inc. 

Today the Commission approved the assignment of certain licenses from Chris Craft 
Industries, Inc. to Fox Television Stations, Inc., finding the assignment to be in the public 
interest.  The Commission conditioned its approval on the divestiture of various assets in order to 
bring the company into compliance with our broadcast ownership rules.  I write separately to 
highlight the basis upon which the Commission found the transaction to be in the public interest; 
and, to challenge the suggestion by the minority that the Commission has somehow abandoned 
its public interest obligation.  To the contrary, todays decision affirms the fact that Commission 
rules and long standing Commission precedent guide our public interest deliberations. 

I.  THE PUBLIC INTEREST STANDARD

The Commission is required to examine a license transfer (often in the context of a merger) and 
must affirmatively find that the transfer is in the public interest.  

In the context of mass media transactions, the Commission's analysis is simplified by the 
extensive structural ownership rules Congress and the Commission have promulgated. The 
benefits of these prophylactic rules are that they are clear and provide some certainty to 
marketplace participants.  They have the additional benefit of administrative efficiency in 
reviewing combinations.
 
The extensive rulemaking proceedings used to develop the broadcast ownership rules 
take full account of the Commission's diversity goals and concentration concerns.  These rules 
squarely embody the Commissions public interest goals of limiting the effect of market power 
and promoting diversity of viewpoints in the market.   A transaction that complies with 
structural rules designed to advance the public interest (when they exist), should not be subject to 
further ad hoc review; otherwise the exalted benefits of such rules would be eviscerated. 

In other areas, Congress and the Commission have not set out strict structural rules.  As a 
result, the Commission reviews these transactions in a more case specific manner.  This is the 
case with telephone mergers.  In this area there are no rules on the number of lines or central 
offices that a company may own.   As a result, the Commission developed a four-prong test to 
guide its review in such cases.  The analytical framework suggested by the minority would have 
the Commission overlay this four-prong test, or some other equally ambiguous standard, on top 
of our structural rules, to determine if the transaction would otherwise serve the public interest. 
I fail to see the wisdom of this redundancy, applying two bodies of law designed to achieve the 
same basic objectives. 

1. II.  PUBLIC INTEREST FINDINGS

This transaction contravenes three of the Commissions broadcast ownership rules; the 
national ownership cap,  the local television multiple ownership rule,  and the 
television/newspaper cross-ownership rule.   The Commission specifically conditioned its 
approval on the licensees compliance with these rules.  Consistent with long-standing 
Commission precedent, the Order gives the licensee a reasonable amount of time to divest assets 
in order to comply with our rules.  In so doing, the Order conducts a public interest test under 
each rule; weighing the request for a temporary waiver against our underlying goals of diversity 
and competition in the broadcast marketplace.  

For example, with regard to the national ownership cap, the Order finds;  The 
Commission has consistently determined that in multiple station transactions the overall benefits 
of allowing time for an orderly transition will outweigh any temporary impact on diversity and 
competition from common ownership during a reasonable period following grant of the 
application.   The Order further notes that given the size of the proposed transaction, the 
practical difficulties of divesting the necessary stations, and our policy of avoiding forced sales, 
 the advantages of granting a  temporary waiver  will outweigh any temporary impact on 
diversity and competition and is in the public interest.   In regard to the duopoly in Salt Lake 
City, the fact that ten independent commercial and non commercial stations and 30 broadcast 
media voices will remain in the market post merger, provided a basis for the Order to find that a 
six month waiver from the duopoly rule would not disserve the public interest.  Furthermore, 
in granting the temporary waiver of the television/newspaper cross-ownership rule, the Order 
points out that the New York market would still have 19 independent TV voices, over 120 
commercial and noncommercial radio stations, 25 daily newspapers and hundreds of weekly 
papers. 

Given these findings, one is left wondering why the minority so mischaracterizes the 
Orders grant of compliance periods as somehow constituting permanent waivers of the 
Commissions rules.  As is highlighted above, granting parties a reasonable period of time for 
divestiture of assets to satisfy our rules is a long-standing and well-settled Commission principle. 
 See Shareholders of CBS Corporation, 15 FCC Rcd 8230, 8236  (2000) (Commission grants 12 
months for company to comply with the national ownership cap);  AT&T/MediaOne,  15 FCC 
Rcd 9816 (2000) (Commission grants slightly under 12 months for company to divest assets to 
comply with the cable horizontal ownership cap).  The Commission is not unique in this regard.  
In its antitrust review of mergers, the Department of Justice and the Federal Trade Commission 
typically provide parties with a reasonable amount of time for divestiture in order to come into 
compliance with the antitrust statutes.  I find it fantastic that the minority would characterize 
these divestiture periods as deviations from our rules in order to approve the transaction.     
 
III.  FOREIGN OWNERSHIP 
 
 	The Commission takes seriously the statutory limits placed on certain transactions.   
Under Section 310(b)(4) of the Communications Act, Congress prohibits the grant of a license to 
any corporation directly or indirectly controlled by any other corporation of which more than 
one fourth of the capital stock is owned of record or voted by aliens  or by any corporation 
organized under the laws of a foreign country, if the Commission finds that the public interest 
will be served by the revocation or refusal of such license. 
    
In 1995, the Commission, pursuant to the requirements of Section 310(b)(4), found that, 
although News Corp.'s interest in Twentieth Holdings Corporation (the parent of Fox Television Stations 
(FTS or Fox)) exceeded the 25% benchmark established in Section 310(b)(4), the ownership 
structure was in the public interest.   The Commission also held that, it would disserve the public 
interest to confine our decision to stations FTS already owns, for doing so would unnecessarily hinder 
the companys ability to expand and frustrate its reasonable expectations for doing so.   The 
Commission concluded that, FTS, as presently structured may, consistent with the public interest, 
acquire additional broadcast stations.   As the Order discusses in detail, the corporate structure present 
here is consistent with our previous Fox decision.   The claim that News Corp/Newco, rather than FTS, 
controls the stations is simply not consistent with Commission precedent.  

The Commissions analysis of the stations locus of control generally rests on three 
factors; programming, personnel and finances.  FTS will have the ultimate control and decision 
making authority in each of these three areas: all of its programming activities are subject to the 
approval and control of FTS; the general manager and all of the department heads of each station 
report to FTS; and FTS controls the budget process.   The Office of General Counsel and the 
Mass Media Bureau found that the proposed ownership structure complies with the 
Commissions 1995 Fox decision; thereby concluding that no additional public interest analysis 
is necessary under Section 310(b)(4).  I have the highest confidence in the independent legal 
analysis and judgment of the Commission staff in reaching this conclusion. 

The minoritys strained effort to distinguish the corporate structure presented in this 
transaction from the prior Fox decision is not persuasive.  By elevating form over substance, 
the minority essentially presents the Commission with two alternatives.  We could undo the 1995 
Fox decision, that created for the first time in the history of television, a competitive fourth 
network that provides a uniquely diverse voice in American political discourse; or turn the clock 
back to 1995 and freeze the company forever as it existed at that time in an environment in which 
its competitors are not similarly restrained.  One is left to wonder why anyone who places a high 
value on diversity of voices and competition in the media marketplace would find either result 
serves the public interest.   

2. IV.  CONCLUSION

In short, where there are clearly applicable structural rules, reflecting the Commission's or 
Congress' diversity and concentration judgments, I believe a license transfer to be in the public interest if 
the parties satisfy the rule.  As is the case here, in multiple-station, multiple market transactions, it is 
common for the combined entity to create temporary violations of our ownership rules.  Consistent with 
Commission precedent, however, the Order balances the grant of a compliance period, against any 
potential harm to the goals underlying the rule.  Beyond this detailed analysis, engaging in an additional, 
more subjective, evaluation using some ambiguous standard is unnecessarily complex and redundant.  
This additional burden places more weight on a review process that is already laboring under the 
demands of a fast-paced, innovation-driven marketplace.  

Finally, on behalf of the agency, I feel compelled to address Commissioner Tristanis assertion 
that;  the decision also shows the lengths the Commission will go to avoid standing in the way of media 
mergers.  While we may have a respectful disagreement over the public interest standard and the rote 
application of the four-prong test in license transfers, this sweeping assertion is not only offensive, but 
absurd.  If the majority was on the crusade she suggests, then the Commission would have granted 
permanent waivers of our rules, which it clearly did not.    


SEPARATE STATEMENT OF COMMISSIONER KATHLEEN ABERNATHY

In re:  Transfer of Control of Broadcast Licenses Held By Subsidiaries of Chris-Craft Industries  Inc. 
to Fox Television Stations Inc, File nos. BALCT-20000918ABB, et al (rel. July 25, 2001).


	I support todays decision to grant the applications of Fox and Chris-Craft to transfer certain 
broadcasting authorizations.  I write separately to briefly express my views on a few aspects of todays 
decision.  

The issues presented by this transaction were by no means frivolous.  Indeed the transfer, absent 
the conditions imposed today, would run afoul of our existing national ownership cap, local television 
ownership rules, and the television/newspaper cross-ownership rule.  While some have expressed 
significant doubts about the continued utility of some of these rules, an adjudication is not the 
appropriate venue for revisiting these rules.  When that day comes, I have no doubt all interested parties 
will whole-heartedly engage in the debate.  In the interim, we have an obligation to enforce our rules as 
written.  

Todays item does enforce our rules, while also balancing the business needs of the parties to 
have an orderly transition for the new company. In this regard, I believe the size and scope of todays 
marketplace demands the flexibility afforded by temporary waivers of our rules that allows companies a 
grace period to come into compliance post-closing.  Any other approach would needlessly require parties 
to engage in fire sales prior to closing in hopes that their government will ultimately approve the 
transaction.  Having been on all sides of these transactions  as an FCC employee, a businesswoman, and 
a private attorney  I do not believe a forced restructuring prior to government approval best serves the 
public interest.    
 
As the dissenters note, this transaction also presented issues regarding the nature of the foreign 
ownership structure of Fox under Section 310 of the Act.  The Commission initially approved the 
ownership structure of Fox in Fox Television Stations Inc.,10 FCC Rcd. 8452 (1995).   I believe the Fox 
ownership structure set forth in todays item is consistent with that decision.  

The Commissions 1995 precedent does not require that every element of the exact structure of 
Fox remain set in stone for eternity in order for additional stations to be added.  That approach ignores 
the reality of todays changing marketplace and would unnecessarily tie the hands of this robust and 
relatively new competitor.  Since the structure of Fox after this transaction is consistent with the essential 
elements of our 1995 Fox decision, it is not necessary to revisit that analysis here

	I also write separately to emphasize the importance of the Commission acting on these types of 
applications quickly.  Todays marketplace is extremely dynamic  delays of ten months simply will not 
do.  Such a delay means ten months of uncertainty, delayed investment, and untold transaction costs.  
The American people and the parties to this transaction deserve better service from their government.  
Regardless of the outcome, the Commission owes it to its customers to provide prompt and clear answers 
to regulatory questions  regardless of how difficult.  I look forward to working with my colleagues to 
ensure that future applications move through the Commission with considerably more dispatch.

							July 24, 2001


Dissenting Statement of Commissioner Gloria Tristani

Re:  Transfer of Control of Broadcast Licenses Held by Subsidiaries of Chris-Craft Industries, Inc., to 
Fox Television Stations, Inc.


	I dissent from todays decision to permit Fox to acquire ten television stations from Chris-Craft.  
The transfer of these television station licenses violates the Communications Act and raises serious 
concerns regarding the ongoing concentration in the ownership of television stations and other media.  
This decision also shows the lengths the Commission will go to avoid standing in the way of media 
mergers.

	Moreover, the majority ignores the effect of the Fox/Chris-Craft merger on one of the 
Communications Acts fundamental purposes  maintaining a diversity of viewpoints and voices.  
Preserving and promoting a diverse media is essential to our democracy.  Todays decision further 
diminishes the marketplace of ideas.

There are several significant problems with the majoritys decision.  First, todays decision 
effectively eliminates the requirement that merger applicants demonstrate to the FCC that their license 
transfer would serve the public interest.  The majority fails to identify a single public interest benefit 
resulting from this merger.  The Communications Act, however, directs the FCC to permit a broadcast 
license to be transferred only if the public interest, convenience, and necessity would be served 
thereby.   

In the context of license transfers, the Commission has required merger applicants to pass a four-
part test.   In the application before us, however, the Commission discusses only two of those four 
factors, the facts of which are not in dispute:

(a)  Does the transaction violate the Communications Act?  Answer:  Yes, it allows a single 
company to own television stations that will reach more than 35% of the national audience, in 
violation of the 1996 Telecommunications Act.  

(b) Does the transaction violate the Commissions rules?  Answer: Yes, in three ways.  The 
transaction violates the FCCs newspaper-broadcast cross-ownership proscription, the national 
television ownership cap, and the local television ownership limits.    

Even using the Orders own incomplete version of the public interest test, the transaction clearly should 
not be approved.  The decision finds that the newly-merged Fox/Chris-Craft will violate the 
Communications Act and the FCCs rules, and the decision identifies no offsetting benefits.  Yet the 
majority deems this transaction to be in the public interest and proceeds to grant waivers of our most 
significant television ownership rules so that Fox can close its transaction.

The scope of todays decision should not be obscured by the piecemeal nature of the waivers Fox 
has received.  Todays decision grants Fox waivers of three of the most critical broadcast ownership 
limitations  the national ownership cap, the television-newspaper cross-ownership restriction, and the 
local duopoly rule for ownership of television stations.  Collectively, the grant of these waivers  and 
they are waivers, no matter how else they might be characterized by others -- signals that no matter how 
many rule violations would result from a proposed broadcast transaction, this Commission will find a 
way to let the deal go through.  In fact, the newspaper-broadcast waiver issued today shows how far the 
Commission will go in order to avoid scuttling the sale of televisions stations.  In seeking a waiver of the 
newspaper-television cross-ownership ban for New York City, Fox put forth two rationales, both of 
which the Order rejects.  But the majority then goes on to supply reasoning Fox never even proposed and 
grants the waiver!  

The Chairmans proposition in his separate statement that the public interest is demonstrated by 
compliance (or in the case of Fox/Chris-Craft, expected future compliance) with existing FCC rules is 
misplaced.  The public interest requirement is an independent one that permeates, and is embodied in, the 
Communications Act.  It is not vague or ambiguous as the Chairman suggests but is a standard that must 
be satisfied by every broadcast licensee that seeks to transfer its license.  Section 310(d) states that No 
construction permit or station license  shall be transferred  to any person except upon application to 
the Commission and upon finding by the Commission that the public interest, convenience, and necessity 
will be served thereby.   Had Congress intended to permit license transfers upon a mechanical showing 
of compliance with existing rules, it would have said so in the Communications Act.

The public interest requirement is also an independent one in the context of telephone mergers.  
There are specific pro-competition rules that are just as fundamental to the telephone industry as the 
ownership rules are to the broadcast industry, yet the FCC has consistently required more than mere 
compliance with these rules in order for telephone mergers to be approved.  For example, in the Qwest-U 
S WEST merger, the FCC conducted an exhaustive analysis on the record to ensure that the merged 
entity would not violate the restriction on Bell Company provision of in-region long distance service 
prior to receiving 271 approval.   That analysis was the beginning, rather than the end, of the public 
interest analysis in that merger.  The Commission then went on to identify specific public interest 
benefits to that merger.   Consequently, I cannot agree that mere compliance with existing rules satisfies 
the public interest.

Second, this Order allows a foreign corporation to control ten television stations in the United 
States, in violation of Section 310(b) of the Communications Act.  That provision prohibits a corporation 
that is more than 25% foreign-owned from holding an FCC-issued broadcast license unless the FCC 
determines that such ownership would serve the public interest.  In a pair of 1995 decisions that serve as 
a backdrop to todays decision, the FCC found that News Corp, a foreign-owned corporation, should be 
permitted (through its subsidiaries) to own U.S. television stations because: (1) Rupert Murdoch himself 
was an American citizen and would, through Fox Television (FTS), his majority-owned company, 
control the stations; and (2) because the tax consequences of not allowing News Corp to own the stations 
would be significant.   

In seeking to acquire Chris-Craft, Fox has created a new subsidiary (Newco) that is 85% owned 
by a foreign company, News Corp.  Fox had initially planned to let Newco own the Chris-Craft stations 
and run them on a day-to-day basis.  After receiving indications from Commission staff that the proposed 
structure might result in the Chris-Craft stations being under the control of the foreign-owned Newco, 
Fox restructured the proposed relationship in an attempt to show that Murdoch/FTS, not News 
Corp/Newco, would control the Chris-Craft stations. 

However, the record continues to demonstrate that the Chris-Craft stations will, as a practical 
matter, be controlled by the foreign-based News Corp/Newco rather than by Murdoch/FTS.  First, 
Newco controls all the assets of the 10 television stations except the bare licenses, earns 85% of the 
profits from those stations, and bears 85% of the economic risks.  Second, Newco will perform the day-
to-day operations of the stations, including making programming decisions, purchasing equipment, and 
employing the stations personnel.   It is difficult to see how a company such as Newco that bears 
virtually all the economic risk of owning the television stations and that runs the stations on a day-to-day 
basis can be said not to control those stations.  But that is what the majority concludes, and in so doing, 
permits foreign-owned News Corp/Newco to effectively control ten U.S. television stations without 
identifying a single public interest benefit.

The Fox/Chris-Craft decision confirms that this Commission will no longer give meaningful 
consideration to the public interest when parties wish to transfer television broadcast licenses.  
According to the majority, even when a proposed transaction would result in sweeping noncompliance 
with the Communications Act and our rules and where the Order itself identifies no public interest 
benefits resulting from the transaction, the Commission stands ready to approve the license transfer and 
will grant as many waivers as it takes to allow the deal to go forward.  The result is another unwarranted 
reduction in viewpoint diversity and the marketplace of ideas.  I cannot see how this result serves the 
public interest.  For these reasons, I dissent.

STATEMENT OF COMMISSIONER MICHAEL J. COPPS

Re:  	Applications for the Assignment of Chris Craft Television Licenses to Fox Television Stations, Inc. 

I must respectfully dissent from the approval of this license transfer. This transaction presents a 
number of unique and troubling questions.  In the final analysis, I cannot support the grant of an 
application that stretches the statutes, denies operative Commission rules and omits critically important 
consideration of the public interest.  

As I review this and future transactions, I bear in mind my responsibility to faithfully implement 
Congressional mandates. The principal statutory inquiry that we must undertake in any license transfer is 
whether the public interest, convenience, and necessity will be served by the granting of such 
application.
 
In this case, the Applicants claim that, so long as the transfer complies with the Communications 
Act and the Commissions rules, there is no requirement that applicants make a public interest 
showing.  We need not even reach that question here, because these license transfer applications require 
waivers of operative rules. I recognize that, in some instances, short-term waivers may be necessary to 
effectuate a license transfer that is otherwise in the public interest.  But in approving this transfer, the 
Commission is granting waivers of three different ownership rules. Certain of these are long-term 
waivers that appear to be based on the anticipation that prior to the termination of the waivers, the rules 
may be relaxed such that compliance need never occur.  Sound decisions should not be premised upon 
subjective conjecture about how future actions by the courts, Congress or the Commission may change 
the law or alter the rules under which we are instructed to operate.  

I am further troubled by todays decision permitting foreign ownership in circumstances 
generally proscribed by the Act.  The Act expressly provides that an additional public interest finding is 
required for a transfer to a corporation that is directly or indirectly controlled by any other corporation 
of which more than one-fourth of the capital stock is owned of record or voted by aliens.  In its 1995 
decision regarding the acquiring company, the Commission stated that Section 310(b) was intended to 
safeguard domestic station licenses from undue foreign influence and control.  The Commission found 
that this Congressional intent, and the national security interests that underlie it, have effectively created 
a presumption in the broadcast area that, absent special considerations that outweigh the statutory 
concerns, the public interest will be served by denying licenses to entities with alien ownership above 25 
percent.  

In the same 1995 decision, however, the Commission approved a transaction and found that for 
the purposes of the foreign ownership rules, Fox may continue to acquire television stations consistent 
with the public interest subject to the same ownership structure.  Rather than explain how the instant 
transaction would serve the public interest, or even how the denial of the grant of these applications 
would not serve the public interest, Applicants rely entirely on the going forward approval of the 
ownership structure in the 1995 Commission decision. Had I been on the Commission at the time of that 
decision, I would not have accepted such an open-ended provision.  Accepting the precedent in this 
instance, it nevertheless does not appear to me that this transaction is consistent with the ownership 
structure that the Commission approved in 1995 and ratified by a short form assignment and minimal 
restructuring in 1998. Although the Applicants have gone to great lengths to design agreements so that 
another company technically holds the station licenses transferred here, that company will not by any 
indicia own these stations. Indeed, the ownership and control schemata underlying this Applicant grow 
murkier and more Byzantine with each new iteration. 

More fundamentally, todays decision, taken en toto, does not even consider the public interest 
benefits that could counterbalance the failure to comply with Commission rules and the granting of 
waivers. Some of the waivers at issue here are close calls, and, were they backed by a showing of the 
public interest, I might be able to support their grant. The record of this proceeding, however, is 
deafeningly silent when it comes to laying out the benefits to the American people of this proposed 
transaction.

I hope that in the future, parties making application to the Commission will take seriously the 
provisions of the Communications Act that require us to evaluate whether a grant serves the public 
interest. It is a responsibility that I take with the utmost seriousness and it will continue to be the critical 
determination in my decisions on this Commission.


  The Chris-Craft subsidiaries involved are: UTV of San Francisco, Inc., KCOP Television, Inc., UTV of San 
Antonio, Inc., Oregon Television, Inc., UTV of Baltimore, Inc., WWOR-TV, Inc., and UTV of Orlando, Inc. and 
United Television, Inc., which will be collectively referred to as Chris-Craft.
  The Petitioners also filed a Motion to Dismiss Application, arguing that the application is materially incomplete 
and contains inconsistent information.  The Petitioners further assert that because FTSs application is allegedly 
incomplete and inconsistent, it raises a substantial and material question of fact regarding lack of candor.  Having 
reviewed the application in its entirety, we conclude that the application is materially complete, and thus we are 
capable of rendering a determination pursuant to Sections 309 and 310 of the Communications Act of 1934 based 
on the information before us.  Having found that the application is materially complete and consistent, we reject 
the Petitioners assertion that FTSs disclosures raise a substantial and material question of fact concerning lack of 
candor.
  A complete list of the stations to be assigned is attached as Exhibit A.
  Charts describing the corporate structure of the subject companies before and after the proposed transaction are 
attached in Exhibit B.
  On March 21, 2001, the Internal Revenue Service issued a private letter ruling approving the transaction as a tax-
free reorganization.
  See Amendment to Assignees Portion of the Application dated January 25, 2001, Exhibit No. 1.  This 
amendment was filed in response to a letter dated December 21, 2000 from Roy J. Stewart, Chief, Mass Media 
Bureau, to counsel for the applicants (FCC Letter).  Because the draft Operating Agreement attached to the FCC 
Letter has not been executed, any grant of the instant applications will be conditioned upon execution and filing of 
the final Operating Agreement consistent with Commission rules.  47 C.F.R. 73.3613.
  VoiceStream Wireless Corporation, Inc., Powertel, Inc., Transferors, and Deutsche Telekom AG, Transferee, 
Memorandum Opinion and Order (IB Docket No. 00-187), FCC 01-142 (2001), at 41.
  47 U.S.C. 310(b)(4).
  Fox Television Stations, 10 FCC Rcd 8452 (1995).
  Holdings was the parent of FTS.  As discussed in 13, infra, in a 1998 reorganization, Holdings became FEG, 
FTS became FTH and a new FTS was formed.
  Id. at 8456.
  Id.
  Id. at 8457.
  Id. at 8524.
  Fox Television Stations, 11 FCC Rcd 5714 (1995) (Fox II).
  Id. at 5723.
  Id. at 5724.
  Id. at 5725.
  Id. at 5728.
  Id.
  Even if Newco is not in control of the licenses, Petitioners claim that the assignment to FTS would constitute a 
transfer of bare licenses.  However, it is well established that the Commission will consider the entirety of the 
proposed transaction to determine whether it involves a bare license.  Douglas County, 10 FCC Rcd 10429 (1995). 
Here, the physical assets are being assigned to a related company expressly to be used in the operation of the 
stations.  The parties to the Operating Agreement are contractually required to transfer the physical assets along 
with the licenses if the stations are subsequently transferred.  Therefore, no bare license issue is present. See BBC 
License Subsidiary, 10 FCC Rcd 7926, n.1 (1995).
  See, e.g., WGPR, Inc., 10 FCC Rcd 8140 (1995), remanded and vacated on other grounds, sub nom,Serafyn v. 
FCC, 149 F.3d 1213 (1998); Choctaw Broadcasting Corporation, 12 FCC Rcd 8534 (1997).
  NWCG Holdings Corp., 11 FCC Rcd 16318, 16324 (1996). 
  Telecommunications Act of 1996, 202(c)(1); 47 C.F.R. 73.3555(e).
  See, e.g., Shareholders of CBS Corporation, 15 FCC Rcd 8230, 8236  (2000).
  Id. at 8235.
   We will not require FTS to submit a specific divestiture plan.  The Commission does not infer, in the absence 
of evidence to the contrary, that [a party] will not faithfully carry out its representations.  News International, 
PLC, 97 FCC 2d 349, 356 (1984), citing, KCOP Television, Inc., 71 FCC 2d 1430, 1433-34 (1979).
  Amendment of Section 73.3555 of the Commissions Rules Relating to Multiple Ownership of AM, FM and 
Television Broadcast Stations, 100 FCC 2d 74, 92 n. 52 (1985).
 Review of the Commissions Regulations Governing Television Broadcasting (Television Ownership Order), 14 
FCC Rcd 12903, 12932 - 12933 (1999).
  All of the audience share statistics are based on the July 2000 Nielsen Ratings, the most current statistics 
available at the time the parties filed the assignment applications.
  Petitioners also state that FTSs acquisition of Chris-Craft stations affiliated with UPN might spell the end of 
the UPN network.  The Petitioners do not offer any evidence in support of this speculative claim and we will not  
further consider it here.
  Review of the Commissions Regulations Governing Broadcasting, Memorandum Opinion and Second Order on 
Reconsideration, MM Docket No. 91-221, FCC 00-43, 9 and 17  (released January 19, 2001).
  Id. at 44.
  Television Ownership Order, 14 FCC Rcd at 12931.
  See, e.g., The Providence Journal Company, 12 FCC Rcd 2883 (1997); Argyle Television, Inc., 12 FCC Rcd 
10737 (1997).
  See LINT Co., 15 FCC Rcd 18130, 18133 (2000); Shareholders of CBS Corporation, 15 FCC Rcd 8230, 8243 
(2000).
  See, e.g., LINT Co., 15 FCC Rcd at 18133 (temporary 6-month waiver granted where 13 independently owned 
and operating commercial and noncommercial television stations, and a total of 27 independently owned 
broadcast voices remained during period of common ownership).
  Multimedia, Inc., 11 FCC Rcd 4883, 4885 (1995).
  Id. 
  See LINT Co., 15 FCC Rcd at 18130.
  See  22, supra.
  See  25 supra.
  See 47 C.F.R.  73.3555(d).
  Fox Television Stations Inc., 8 FCC Rcd 5341 (1993) (Post Waiver).
  Television Ownership Order, 14 FCC Rcd at 12932.
  Metromedia Radio and Television, Inc., 102 FCC 2d 1334 (1985), affd, Health and Medicine Policy Research 
Group v. FCC, 807 F.2d 1038 (D.C. Cir. 1987).
  Post Waiver, 8 FCC Rcd at 5345
  Id.
  Id.
  Id. at 5353.
  Id. at 5349.
  Id. at 5350.
  Id. at 5352.
  Id. at 5351.
  Id. at 5352.
  Id. at 5350.
  Id.
  47 C.F.R. 73.3555(d)(3).  See, also, Amendment of Sections 73.34, 73.240, and 73.636 of the Commissions 
Rules Relating to Multiple Ownership of Standard, FM, and Television Broadcast Stations, Second Report and 
Order, 50 FCC 2d 1046 (1975) (Multiple Ownership Second Report and Order), recon.,53 FCC 2d 589 (1975), 
affd sub nom. FCC v. National Citizens Comm. For Broadcasting, 436 U.S. 775 (1978).
   Application of Fox Television Stations for Assignment of Licenses Controlled by Chris-Craft Industries, Inc., 
Exhibit 4, Section III, page 27 (September 18, 2000).
  Review of the Commissions Regulations Governing Television Broadcasting, Memorandum Opinion and 
Second Order on Reconsideration, MM Docket Nos. 91-221, 87-8, FCC 00-431 (released January 19, 2001).
  Stockholders of Renaissance Communications Corp., 13 FCC Rcd 4717, 4718 (1998).
  1998 Biennial Regulatory Review  Review of the Commissions Broadcast Ownership Rules and Other Rules 
Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, 15 FCC Rcd 11058, 11109  11110 
(2000) (Biennial Review Report).
  Id.; Stockholders of Renaissance Communications Corp., 13 FCC Rcd at 4718.
  Indeed, this is precisely the type of waiver granted to FTS and Mr. Murdoch in connection with the purchase of 
broadcast television stations owned by Metromedia Radio and Television, Inc.  See 34, supra.  
  Multimedia, Inc., 11 FCC Rcd at 4885; Stockholders of CBS, Inc., 11 FCC Rcd 3733, 3755 (1995).
  Multiple Ownership Second Report and Order, 50 FCC 2d at 1074.
  Broadcasting and Cable Yearbook 2000 at B-211.
  BIA Research, New York, NY Market Overview as of 1/05/2001.
  Id.; Broadcasting and Cable Yearbook 2000, at C-4.
  Circulation 2000; Nielsen Media Research AdViews for 1999.  Figures for the New York Times are for the local 
edition.
  In the Biennial Review Report, we noted that there may be circumstances in which the [broadcast/newspaper 
cross-ownership] rule may not be necessary to achieve its intended public interest benefits. Biennial Review 
Report, 15 FCC Rcd at 11105.  We, therefore, determined to institute a rulemaking considering whether to tailor 
the rule accordingly.  Id.
  See Post Waiver, 8 FCC Rcd 5341. 
  We note that we are not directing the sale of the Post.  FTS and Mr. Murdoch also have the option of selling 
either of the two subject television stations.  We are simply requiring that FTS be in compliance with our 
television/newspaper cross-ownership rule within 24 months from the consummation of the transaction, to the 
extent compliance has not been waived by the existing waiver permitting common ownership of WNYW(TV) and 
the Post.  If our rules should change during that period to permit the proposed combination, then FTS and 
Murdoch will not need to divest the Post or one of the television stations to come into compliance.
  Metromedia Radio and Television, Inc., 102 FCC 2d at 1353.
  Section 310(d) of the Communications Act provides, in pertinent part, that the Commission may only grant a 
proposed license transfer if it determines that "the public interest, convenience, and necessity will be served 
thereby."  47 U.S.C.  310(d).
  See, e.g., In the Matter of Review of the Commission's Regulations Governing Television Broadcasting, 
Television Satellite Stations Review of Policy and Rules, MM Docket Nos. 91-221, 87-8, FCC 99-209, Report 
and Order, 14 FCC Rcd 12903,  1, 15 (1999) ("ultimate objectives of [the Commission's] ownership rules are to 
promote diversity and to foster economic competition. . ."); In the Matter of 1998 Biennial Regulatory Review
Review of the Commission's Broadcast Ownership Rules and Other Rules Adopted Pursuant to Section 202 of the 
Telecommunications Act of 1996, MM Docket No. 98-35, FCC 00-191, Biennial Review Report, 15 FCC Rcd 
11058,  5-6 (2000); Time Warner Entertainment Co. v. United States, 211 F.3d 1313, 1320 (D.C. Cir. 2000) 
(government responded "the promotion of diversity in ideas and speech, as well as the preservation of 
competition, are important governmental interests. . .").
  Telecommunications Act of 1996,  202(C)(1); 47 C.F.R.  73.3555(e).  
  Review of the Commissions Regulations Governing Television Broadcasting (Television Ownership Order), 14 
FCC Rcd 12932-12933 (1999).
  47 C.F.R.   73.3555(d) 
  See LINT Co., 15 FCC Rcd 18130, 18133 (2000); Shareholders of CBS Corporation, 15 FCC Rcd 8230 (2000).
  Shareholders of CBS Corporation, 15 FCC Rcd at 8236.
  Order at para. 23. (emphasis added)
  Order at para. 43.
  47 U.S.C.  310(b)(4)
  Fox Televisision Stations, 11 FCC Rcd 5714, 5723 (1995)
  Id. at 5728.
  Id.
  Order at para. 19.
  Order at para. 16-18. 
   47 U.S.C.  310(d).
  Just six months ago, the Commission reiterated its four-part public interest inquiry for license transfers: (1) 
whether the transaction would result in a violation of the Communications Act; (2) whether the transaction would 
result in a violation of  the Commissions rules; (3) whether the transaction would substantially frustrate or impair 
the Commissions implementation or enforcement of the Communications Act; and (4) whether the transaction 
promises to yield affirmative public interest benefits.  Applications for Consent to the Transfer of Control of 
License and Section 214 Authorizations by Time Warner Inc. and America Online, Inc., Transferors, to AOL Time 
Warner., Inc., Transferee, Memorandum Opinion and Order, FCC 01-12 (rel. Jan. 22, 2001).
   Order at paras. 39-42.
   47 U.S.C.  310(d).
   In the Matter of Qwest Communications International, Inc. and US WEST, Inc, Applications for Transfer of 
Control of Domestic and International Section 214 and 310 Authorizations and Application to Transfer Control of 
a Submarine Cable Landing License, Memorandum Opinion and Order, FCC 00-91 (rel. Mar. 10, 2000).
   Id. at paras. 56-62.
   Fox Television Stations, 10 FCC Rcd 8452 (1995); Fox Television Stations, 11 FCC Rcd 5714 (1995).
   Letter from John Quale and Marvin Diamond, Counsel for Chris-Craft Industries, Inc. and William Reyner, 
Counsel for Fox Television Stations, Inc. to Magalie Roman Salas, Federal Communications Commission (Jan. 
25, 2001) at 10-14.
 
(Continued from previous page)   
(continued.)

 
 

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