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3060-0031
INSTRUCTIONS FOR FCC 314
APPLICATION FOR CONSENT TO
ASSIGNMENT OF BROADCAST STATION
CONSTRUCTION PERMIT OR LICENSE
GENERAL INSTRUCTIONS
A. This FCC Form is to be used to apply for authority to
assign a broadcast station construction permit or license. It
consists of the following sections:
I.
II.
III.
General Information (assignor, assignee, and contact
representatives, if any)
Assignor
Assignee
The assignor must complete Items 1, 2, 6 and 7 of Section I
and all of Section II; the assignee must complete Items 3-5
of Section I and all of Section III.
form basis, six months after each application form or report
becomes available for filing electronically.
D. Mandatory electronic filing of FCC Form 314
commenced on February 15, 2001. See 16 FCC Rcd
3989 (2001). Paper versions of FCC Form 314 will not be
accepted for filing, unless accompanied by an appropriate
request for waiver of the electronic filing requirement.
Applicants can access the electronic filing system via the
Internet from the Media Bureau’s Web site at:
http://www.fcc. gov/mb.
E. Public Notice Requirements:
(1)
47 C.F.R. Section 73.3580 requires that applicants
for consent to assignment of a construction permit or
license for an AM, FM, or TV broadcast station give
local notice in a newspaper of general circulation in
the community to which the station is licensed.
Local notice is also required to be broadcast over the
station, if operating. However, if the station is the
only operating station in its broadcast service
licensed to the community involved, publication of
the notice in a newspaper is not required.
(Noncommercial educational FM and TV stations
are classified as a "different service" from
commercial FM and TV stations for purposes of this
policy.) The publication requirement also applies
with respect to major amendments to applications as
defined in 47 C.F.R. Section 73.3578(b). Low
Power FM Stations are exempt from this
requirement.
(2)
Completion of publication may occur within 30 days
before or after the tender of the application to the
Commission. Compliance or intent to comply with
the public notice requirements must be certified by
the Assignor in Item 7 of Section II of this
application. The required content of the local notice
is described in Paragraph (f) of 47 C.F.R. Section
73.3580.
Worksheet #1 attached to these
instructions provides additional guidance. Proof of
publication need not be filed with this application.
(3)
Local notice in a newspaper of general circulation in
the community or area to be served is also required
for assignments of license that involve FM and TV
booster authorizations. Compliance or intent to
B. This application form makes many references to FCC rules.
Applicants should have on hand and be familiar with
current broadcast rules in Title 47 of the Code of Federal
Regulations (C.F.R.):
(1) Part 0
(2) Part 1
(3) Part 73
(4) Part 74
"Commission Organization"
"Practice and Procedure"
"Radio Broadcast Services"
"Experimental Radio, Auxiliary, and Special
Broadcast and Other Program Distributional
Services"
FCC Rules may be purchased from the Government
Printing Office. Current prices may be obtained from the
GPO Customer Service Desk at (202) 512-1803. For
payment by credit card, call (202) 512-1800, M-F, 8 a.m. to
4 p.m. e.s.t; facsimile orders may be placed by dialing (202)
518-2233, 24 hours a day. Payment by check may be made
to the Superintendent of Documents, Attn: New Orders,
P.O. Box 371954, Pittsburgh, PA 15250-7954.
C. Electronic Filing of Application Forms. The Commission
is currently developing electronic versions of various
broadcast station application and reporting forms, such as
this application form. As each application form and report
goes online, the Commission will by Public Notice
announce its availability and the procedures to be followed
for accessing and filing the application form or report
electronically via the Internet. For a six-month period
following the issuance of the Public Notice, the subject
application form or report can be filed with the
Commission either electronically or in a paper format.
Electronic filing will become mandatory, on a form-by-
All previous editions obsolete.
FCC 314 Instructions
appropriate exhibit is submitted.
comply with the public notice requirements must be
certified by the Assignor in Item 7 of Section II of
this application. The required content of the local
notice is described in Paragraph (g) of 47 C.F.R.
Section 73.3580. Worksheet #1 attached to these
instructions provides additional guidance. Proof of
publication need not be filed with this application.
K. Both parties to the transaction must sign the
application. Depending on the nature of the applicant, the
application should be signed as follows: if a sole
proprietorship, personally; if a partnership, by a general
partner; if a corporation, by an officer; if an unincorporated
association, by a member who is an officer; for a
governmental entity, by such duly elected or appointed
official as is competent under the laws of the particular
jurisdiction. Counsel may sign the application for his or
her client, but only in cases of the applicant's disability or
absence from the United States. When an application is
filed electronically, the signature will consist of the
electronic equivalent of the typed name of the individual.
See Report and Order in MM Docket No. 98-43, 13 FCC
Rcd 23056, 23064 (1998).
F. A copy of the completed application and all related
documents shall be made available for inspection by the
public in the station's public inspection file pursuant to 47
C.F.R. Section 73.3526 for commercial stations and Section
73.3527 for noncommercial educational stations.
G. Applicants should provide all information called for by this
application. If any portions of the application are not
applicable, the applicant should so state. Defective or
incomplete applications will be returned without
consideration.
Inadvertently accepted applications are
subject to dismissal. See 47 C.F.R. Section 73.3564(b).
INSTRUCTIONS
INFORMATION
H. In accordance with 47 C.F.R. Section 1.65, applicants have
a continuing obligation to advise the Commission, through
amendments, of any substantial and material changes in the
information furnished in this application. This requirement
continues until the FCC action on this application is no
longer subject to reconsideration by the Commission or
review by any court.
I.
J.
FOR
SECTION
I
--
GENERAL
A. Items 1-4: Names/Addresses.
In Section I, applicants
should use only those state abbreviations approved by the
U.S. Postal Service.
The name of the assignor must be stated in Item 1 exactly
as it appears in the authorization to be assigned.
This application requires applicants to certify compliance
with many statutory and regulatory requirements. Detailed
instructions and worksheets provide additional information
regarding Commission rules and policies. These materials
are designed to track the standards and criteria which the
Commission applies to determine compliance and to
increase the reliability of applicant certifications. They are
not intended to be a substitute for familiarity with the
Communications Act and the Commission's regulations,
policies, and precedent. While applicants are required to
review all application instructions and worksheets, they are
not required to complete or retain any documentation
created or collected to complete the application. See
Section II, Item 1 and Section III, Item 1.
The exact and complete name of the assignee must be
stated in Item 3: if the assignee is a corporation, the exact
corporate name; if a partnership, the name under which the
partnership does business; if an unincorporated association,
the name of an executive officer, his/her office, and the
name of the association; and, if an individual applicant, the
person's full legal name.
FCC Registration Number (FRN). To comply with the
Debt Collection Improvement Act of 1996, the applicant
must enter its FRN number, a ten-digit unique entity
identifier for anyone doing business with the
Commission. The FRN can be obtained through the FCC
webpage at http://www.fcc.gov or by manually
submitting FCC Form 160. FCC Form 160 is available
for downloading from http://www.fcc.gov/formpage.
html or by calling 1-800-418-3676.
Questions
concerning the FCC Registration Number can be directed
to the Commission’s Registration System help desk at
http://[email protected] or by calling 1-877-4803201.
This application is presented primarily in a "Yes/No"
certification format. However, it contains places for
submitting explanations and exhibits where necessary or
appropriate. Each certification constitutes a material
representation. Applicants may only mark the "Yes"
certification when they are certain that the response is
correct. A "No" response is required if the applicant is
requesting a waiver of a pertinent rule and/or policy, or
where the applicant is uncertain that the application fully
satisfies the pertinent rule and/or policy. Thus, a "No"
response to any of the certification items will not cause the
immediate dismissal of the application provided that an
Facility ID Number. Radio and TV Facility ID Numbers
can be obtained at the FCC's Internet Website at
www.fcc.gov/mb. Once at this website, scroll down and
select CDBS Public Access. You can also obtain your
Facility ID Number by calling: Radio (202) 418-2700, TV
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on one FCC 314, a single payment covering the total
required fee, calculated according to the number of AM,
FM, or TV station permits or licenses covered by that FCC
Form 314, must be made.
Payment of any required fee must be made by check, bank
draft, money order, or credit card. If payment is by check,
bank draft, or money order, the remittance must be
denominated in U.S. dollars, drawn upon a U.S. institution,
and made payable to the "Federal Communications
Commission." No postdated, altered, or third-party checks
will be accepted. DO NOT SEND CASH. Additionally,
checks dated six months or older will not be accepted.
(202) 418-1600. Further, the Facility ID Number is now
included on all Radio and TV authorizations and postcards.
If the assignor and/or assignee is represented by a third
party (for example, legal counsel), that person's name, firm
or company, mailing address and telephone/electronic mail
address may be specified in Items 2 (for assignor) and 4
(for assignee).
B. Item 5: Fees. The Commission is statutorily required to
collect charges for certain regulatory services to the public.
Generally, applicants seeking to assign licenses or permits
of AM, FM, or TV broadcast stations are required to submit
a fee with the filing of FCC Form 314. Government
entities, however, are exempt from this fee requirement.
Exempt entities include possessions, states, cities, counties,
towns, villages, municipal organizations, and political
organizations or subparts thereof governed by elected or
appointed officials exercising sovereign direction over
communities or governmental programs. Also exempt are
full-service
noncommercial
educational
radio,
noncommercial educational TV, and LPFM licensees and
permittees, provided that the AM station(s) being acquired
will continue to operate noncommercially. See 47 C.F.R.
Section 1.1114.
Applicants who wish to pay for more than one
application in the same lockbox with a single payment
may also submit a single FCC Form 159. When paying for
multiple filings in the same lockbox with a single payment
instrument, applicants must list each filing as a separate
item on FCC Form 159 (Remittance Advice). If additional
entries are necessary, applicants should use FCC Form
159C (Continuation Sheet).
Procedures for payment of application fees when
applications are filed electronically will be announced by
subsequent Public Notice. See General Instruction C
above. Payment of application fees may be made by
Electronic Payment prior to the institution of electronic
filing procedures, provided that prior approval has been
obtained from the Commission. Licensees/Permittees
interested in this option must first contact the Credit and
Debt Management Center at (202) 418-1995 to make the
necessary arrangements.
When electronically filing a fee-exempt application, an
applicant must complete Item 5 and provide an explanation
as appropriate. Paper versions of applications NOT subject
to a fee may be hand-delivered or mailed to the FCC at its
Washington, D.C. offices. See 47 C.F.R. Section 0.401(a).
Fee-exempt applications should not be sent to the Mellon
Bank Lockbox; so doing will result in a delay in processing
the application.
Applicants hand-delivering FCC Forms 314 may receive a
dated receipt copy by presenting a complete copy of the
filing to the acceptance clerk at the time of delivery. For
mailed-in applications, a "return copy" of the application
should be furnished and clearly marked as a "return copy."
The applicant should attach this copy to a stamped, selfaddressed envelope.
Only one piece of paper per
application will be stamped for receipt purposes.
The Commission's fee collection program utilizes a U.S.
Treasury lockbox bank for maximum efficiency of
collection and processing. Prior to the institution of
electronic filing procedures, all FCC Form 314 applications
requiring the remittance of a fee, or for which a waiver or
deferral from the fee requirement is requested, must be
submitted to the appropriate post office box address. See
47 C.F.R. Section 0.401(b). A listing of the fees required
for the assignment of various types of broadcast station
construction permits and licenses and the addresses to
which FCC Form 314 should be mailed or otherwise
delivered are also set forth in the "Media Bureau Fee Filing
Guide." This document can be obtained either by writing
to the Commission's Form Distribution Center, 9300 E.
Hampton Drive, Capitol Heights, Maryland 20743, or by
calling 1-800-418-FORM. See also 47 C.F.R. Section
1.1104. The Fee Filing Guide also contains a list of the Fee
Type Codes needed to complete this application.
For further information regarding fees and payment
procedures, applicants should consult the "Media Bureau
Fee Filing Guide."
C. Item 7: Auction Authorization. Under the Commission's
competitive bidding licensing procedures, applicants
seeking to assign a broadcast construction permit or license
within three years of receipt of the original construction
permit by means of competitive bidding must inform the
Commission that the permit or license was obtained
through competitive bidding. See 47 C.F.R. Section
1.2111(a). Item 7 requires the applicant to identify those
authorizations that were obtained through competitive
bidding, and for which FCC consent to assignment is
A separate fee payment must be submitted for each FCC
Form 314 filed. Where multiple stations are being assigned
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following: (1) that the proposed assignee would qualify
for points equal to or greater than those of the party that
prevailed in the point system; and (2) that consideration
received and/or promised does not exceed the assignor’s
legitimate and prudent expenses in applying for and
constructing the station.
sought in this application.
The Commission's auction rules also require an applicant
seeking approval of an assignment of a license or
construction permit within three years of receipt of such
authorization by means of competitive bidding to file with
the Commission the associated contracts for sale, option
agreements, management agreements, or other documents
disclosing the consideration that the applicant will receive
in return for the assignment of its license or permit. See 47
C.F.R Sections 1.2111(a), 73.5009(a). If applicable, this
information should be submitted as an exhibit to Item 7.
D.
INSTRUCTIONS FOR SECTION II -- ASSIGNOR
A. Item 1: Certification. Each applicant is responsible for
the information that the application instructions and
worksheets convey. As a key element in the Commission's
streamlined licensing process, a certification that these
materials have been reviewed and that each question
response is based on the applicant's review is required.
Item 8: Noncommercial Educational Holding Period.
Under the Commission’s licensing procedures for stations
operating on channels reserved for noncommercial
educational use, applicants seeking to assign a
noncommercial educational TV, FM, or FM translator
station received as a result of evaluation in a point system
are subject to certain restrictions if the station has not
after the point system operated for four years with a
minimum operating schedule.
B. Item 2: Authorizations to be Assigned. Unless
specifically enumerated as excluded authorizations, the
licenses for all subsidiary communications services (SCAs),
FM and TV booster stations, and all auxiliary service
stations authorized under Subparts D, E, F, and H of 47
C.F.R. Part 74 will be included in the assignment of the
license or permit of the primary station(s). Applicants
should complete the table. If preparing this application in
paper form, attach a separate page using the table format
when additional space is needed.
Item 8(a) requires the applicant to indicate whether any
authorizations were obtained through a point system.
Answer “yes” if any of the reserved channel
noncommercial educational stations involved in the
transaction were authorized pursuant to a point system
selection procedure, regardless of whether authorization
was to issued to the applicant or to a predecessor.
Applicants operating only on non-reserved “commercial”
channels should answer “no.” Applicants operating on
reserved channels should answer “no” if all stations were
authorized before May 2000 and no major modifications
have occurred, or if all stations authorized from May
2000 onward were authorized using a method other than
point system [such as award to a single applicant,
authorization pursuant to a settlement agreement among
all mutually exclusive parties, or selection of an applicant
based on comparison pursuant to 47 U.S.C. Section
307(b) (fair distribution) only.]
NOTE: Applications for transactions involving only the
assignment of a permit or license for a TV or FM translator
station or a low power television station must be filed on
FCC Form 345. The submission of a separate filing fee
with the filing of FCC Form 345 may also be required.
C. Item 3: Agreements for Sale of Station. All applicants
must submit to the Commission with this application and
place in the public inspection file of each subject station a
complete and final copy of the unredacted contract for the
assignment of the authorizations that are the subject of this
application, including all exhibits and attachments. The
application and contracts must be retained in the public
inspection file until final action is taken on this application,
with the exception that any application granted pursuant to
a waiver of any Commission rule must be retained in the
public file for as long as the waiver is in effect. See 47
C.F.R. Sections 73.3526(e)(2) (for commercial stations)
and 73.3527(e)(2) (for noncommercial educational
stations). Applicants must certify their compliance with
these requirements in Items 3a and 3b.
Item 8(b) applies only to applicants who answered “yes”
to 8(a). It asks whether all stations awarded by point
system have satisfied the four-year holding period on
such stations. Applicants should answer “yes” to 8(b) if,
between the time of point system authorization and the
time of the present application, the station has operated
pursuant to that authorization for four years (48 months)
on-air, pursuant to the Commission’s minimum operating
schedule. Applicants with stations not yet meeting the
four-year holding period should answer “no” and provide
an exhibit identifying the stations that have not met the
holding period, and demonstrating that the transaction is
consistent with 47 C.F.R. Section 73.7005(a). Pursuant
to that rule section, the applicant must demonstrate the
Item 3c asks applicants to certify that the agreements for
assignment of the subject authorizations "comply fully with
the Commission's rules and policies." In order to complete
this certification, applicants must consider a broad range of
issues.
Worksheet #2 provides guidance on key
4
Applicants answering “Yes” should indicate the file
number of the most recent application in which the
Commission granted such approval, and need not provide
an exhibit in Question 4(b).
compliance issues to facilitate applicants' review of their
proposed transactions, and to help applicants identify issues
where additional explanatory exhibits may be required or
helpful. If the applicant also holds a time brokerage
agreement (also known as a local marketing agreement)
pursuant to which the assignee will supply programming to
a station in the market, or a radio joint sales agreement
pursuant to which the assignee will sell commercial
advertising time for a station in the market, prior to FCC
approval, then applicants must review Worksheet #3D.
Item 2(c): Applicants not previously approved or planning
to advance a program dissimilar from the one previously
approved must establish their qualifications. The applicant
must provide an exhibit showing that it has an educational
objective and that the station will be used for the
advancement of an education program that will further that
objective in accordance with 47 C.F.R. Sections 73.503. In
considering these requirements, emphasis is placed on
proposed station programs which are clearly educational in
nature, i.e., actually involve teaching or instruction,
whether for formal credit or not. However, it is not
necessary that the proposed station’s programming be
exclusively educational in nature. Also, all programming on
the station must be noncommercial in nature, with no
advertisements, and no support for or opposition of a
candidate for political office.
D. Item 4: Other Authorizations. Instructions for Section
III, Item 4 define "party to the application" and attributable
interest" as used in this question.
E. Items 5 and 6: Character Issues/Adverse Findings.
These questions require an evaluation of any unresolved
character issues involving the assignor or any of its
principals, as well as any relevant adverse findings by a
court or administrative body. Assignors must review the
instructions for Section III, Items 4, 7 and 8, of this form
before completing this item.
F.
C. Item 3: Agreements for Sale of Station. This question
requires the assignee to certify that the written agreement
submitted with the application and contained in the
licensee/permittee's public inspection file embodies the
complete and final agreement between the parties and that
the agreement complies fully with the Commission's rules
and policies regarding station sales contracts. The assignee
must undertake an independent evaluation of the contract in
order to make this certification. Worksheet #2 provides
guidance on key compliance issues to facilitate applicants'
review of their proposed transaction, and to help applicants
identify issues where additional explanatory exhibits may
be required or helpful. If the applicant has an attributable
time brokerage or local marketing agreement, or an
attributable radio joint sales agreement, for the stations
subject to the application or for any other stations in the
same market, then the applicant must review Worksheet
#3D. Applicants who are required to demonstrate
compliance with 47 C.F.R. § 73.3555(a) must file a copy
of each such agreement for radio stations as an exhibit to
the application.
Item 8: Auction Authorization. This question asks the
assignor to certify that the proposed assignment will
comply with the "unjust enrichment" provisions of the
Commission's competitive bidding rules, 47 C.F.R. Section
1.2111(d)(1). Assignors must review the instructions for
Section III, Item 12 before completing this item.
G. Item 9: Anti-Drug Abuse Act Certification. This
question requires the assignor to certify that neither it nor
any party to the application is subject to denial of federal
benefits pursuant to the Anti-Drug Abuse Act of 1988, 21
U.S.C. Section 862. Assignors must review the instructions
for Section III, Item 13, of this form before completing this
item.
INSTRUCTIONS FOR SECTION III -- ASSIGNEE
A. Item 1: Certification.
Assignees must review the
instructions for Section II, Item 1 before completing this
item.
D. Item 4: Parties to the Application. This question requires
the disclosure of information on the assignee and all parties
to the application. As used in this application form, the
term "party to the application" includes any individual or
entity whose ownership or positional interest in the
applicant is attributable. An attributable interest is an
ownership interest in or relation to an applicant or licensee
which will confer on its holder that degree of influence or
control over the applicant or licensee sufficient to implicate
the Commission's multiple ownership rules. In responding
to Item 4, applicants should review the Commission's
multiple ownership attribution policies and standards which
B. Item 2(a): Organization of Assignee. This question asks
the assignee to specify its organizational structure. If the
assignee's structure fits none of the categories of business
entities enumerated, the assignee must check the box
marked "Other" and attach an exhibit describing in detail its
organizational structure.
Item 2(b): If the station to be assigned in a noncommercial
educational station, indicate whether the Commission has
previously approved the applicant’s educational
qualifications and program and whether the applicant will
use the proposed station to advance a similar program.
5
are set forth in the Notes to 47 C.F.R. Section 73.3555, as
revised pursuant to Report and Order in MB Dockets 02277 and 03-130 and MM Dockets 00-244, 01-235 and 01317, 18 FCC Rcd 13620 (2003), aff’d in part and remanded
in part, Prometheus Radio Project, et. al. v. F.C.C., 373
F.3d 372 (3d Cir. 2004), stay modified, No. 03-3388 (Sept.
3, 2004), and/or as revised and explained in Review of the
Commission's Regulations Governing Attribution of
Broadcast and Cable/MDS Interests, 14 FCC Rcd 12559
(1999), reconsideration granted in part, 16 FCC Rcd 1097
(2000) 2006 Quadrennial Regulatory Review- Review of
the Commission’s Broadcast Ownership Rules and Other
Rules Adopted Pursuant to Section 202 of the
Telecommunications Act of 1996, Report and Order and
Order on Reconsideration, MB Docket No. 06-121 et al.,
23 FCC Rcd 2010 (2008) (“2006 Quadrennial Media
Ownership Order”).
includes the following with respect to each of the listed
applicant entities:
Generally, insulated limited partners or members of a
limited liability corporation, certain investors, and certain
creditors are not considered parties to the application.
However, as set forth in Worksheet #3E entitled, "Investor
Insulation
and
Non-Party
Influence
over
Assignee/Applicant," the holder of such an interest may be
deemed a party to the application and, if so, must be listed
in the table in Item 4a. In the event that the Investor
Insulation
and
Non-Party
Influence
over
Assignee/Applicant worksheet requires the submission of
an explanatory exhibit, the transferee must respond "No" to
Section III, Item 4b and complete this exhibit.
(1)
specifies that any exempt limited partner (if not a
natural person, its directors, officers, partners, etc.)
cannot act as an employee of the limited partnership
if his or her functions, directly or indirectly, relate to
the media enterprises of the company;
(2)
bars any exempt limited partner from serving, in any
material capacity, as an independent contractor or
agent with respect to the partnership's media
enterprises;
(3)
restricts any exempted limited partner from
communicating with the licensee or the general
partner on matters pertaining to the day-to-day
operations of its business;
(4)
empowers the general partner to veto any admissions
of additional general partners admitted by vote of the
exempt limited partners;
(5)
prohibits any exempt limited partner from voting on
the removal of a general partner or limits this right to
situations where the general partner is subject to
bankruptcy proceedings, as described in Sections
402 (4)-(5) of the Revised Uniform Limited
Partnership Act, is adjudicated incompetent by a
court of competent jurisdiction, or is removed for
cause, as determined by an independent party;
(6)
bars any exempt limited partner from performing
any services to the limited partnership materially
relating to its media activities, with the exception of
making loans to, or acting as a surety for, the
business; and
(7)
states, in express terms, that any exempt limited
partner is prohibited from becoming actively
involved in the management or operation of the
INDIVIDUAL APPLICANT: The natural person seeking
to hold in his or her own right the authorization specified in
this application.
PARTNERSHIP APPLICANT: Each partner, including
all limited partners. However, a limited partner in a limited
partnership is not considered a party to the application IF
the limited partner is not materially involved, directly or
indirectly, in the management or operation of the mediarelated activities of the partnership and the applicant so
certifies in response to Section III, Item 4b. Sufficient
insulation of a limited partner for purposes of this
certification would be assured if the limited partnership
arrangement:
Certain interests held by substantial investors in, or
creditors of, the applicant may also be attributable and the
investor reportable as a party to the application, if the
interest falls within the Commission's equity/debt plus
(EDP) attribution standard. Under the EDP standard, the
interest held, aggregating both equity and debt, must
exceed 33% of the total asset value (all equity plus all debt)
of the applicant, a broadcast station licensee, cable
television system, daily newspaper or other media outlet
subject to the Commission's broadcast multiple ownership
rules AND the interest holder must either also hold an
attributable interest in a media outlet in the same market or
supply over 15% of the total weekly broadcast
programming hours of the station in which the interest is
held. For example, the equity interest of an insulated
limited partner in a limited partnership applicant would
normally not be considered attributable. However, under
the EDP standard, that interest would be attributable if the
limited partner's interest exceeded 33% of the applicant's
total asset value AND the limited partner also held a 5%
voting interest in a radio or television station licensee in the
same market.
As used here, the term "assignee" is synonymous with the
term "applicant." Additionally, "parties to the application"
6
application.
media businesses of the partnership.
Stock subject to stockholder cooperative voting agreements
accounting for 5% or more of the votes in a corporate
applicant will be treated as if held by a single entity and any
stockholder holding 5% or more of the stock in that block is
considered a party to this application.
Notwithstanding conformance of the partnership agreement
to these criteria, however, the requisite certification cannot
be made if the applicant has actual knowledge of a material
involvement of a limited partner in the management or
operation of the media-related businesses of the
partnership. In the event that the applicant cannot certify as
to the noninvolvement of a limited partner, the limited
partner will be considered as a party to this application.
An investment company, insurance company or trust
department of a bank is not considered a party to this
application, and an applicant may properly certify that such
entity's interest is non-attributable, IF its aggregated
holding accounts for less than 20% of the outstanding votes
in the applicant AND IF:
LIMITED LIABILITY COMPANY APPLICANT: The
Commission treats an LLC as a limited partnership, each of
whose members is considered to be a party to the
application. However, where an LLC member is insulated
in the manner specified above with respect to a limited
partnership and where the relevant state statute authorizing
the LLC permits an LLC member to insulate itself in
accordance with the Commission's criteria, that LLC
member is not considered a party to the application. In
such a case, the applicant should certify "Yes" in response
to Section III, Item 4b.
(1)
such entity exercises no influence or control over the
corporation, directly or indirectly; and
(2)
such entity has no representatives among the officers
and directors of the corporation.
ANY OTHER APPLICANT: Each executive officer,
member of the governing board and owner or holder of 5%
or more of the votes in the applicant is considered a party to
the applicant.
CORPORATE APPLICANT: Each officer, director and
owner of stock accounting for 5% or more of the issued and
outstanding voting stock of the applicant is considered a
party to the applicant. Where the 5% stock owner is itself a
corporation, each of its stockholders, directors and
"executive" officers (president, vice-president, secretary,
treasurer or their equivalents) is considered a party to this
application UNLESS the applicant submits as an exhibit a
statement establishing that an individual director or officer
will not exercise authority or influence in areas that will
affect the applicant or the station. In this statement, the
applicant should identify the individual by name and title,
describe the individual's duties and responsibilities, and
explain the manner in which such individual is insulated
from the corporate applicant and should not be attributed an
interest in the corporate applicant or considered a party to
this application. In addition, a person or entity holding an
ownership interest in the corporate stockholder of the
applicant is considered a party to this application ONLY IF
that interest, when multiplied by the corporate stockholder's
interest in the applicant, would account for 5% or more of
the issued and outstanding voting stock of the applicant.
For example, where Corporation X owns stock accounting
for 25% of the applicant's votes, only Corporation X
shareholders holding 20 percent or more of the issued and
outstanding voting stock of Corporation X have a 5% or
more indirect interest in the applicant (.25 x .20 = .05) and,
therefore, are considered parties to this application. In
applying the multiplier, any entity holding more than 50%
of its subsidiary will be considered a 100% owner. Where
the 5% stock owner is a partnership, each general partner
and any limited partner that is not insulated, regardless of
the partnership interest, is considered a party to the
E. Item 6: Multiple Ownership. For radio applicants: This
item requires that the assignee either certify compliance
with, or request waiver of, the Commission's broadcast
ownership rules, including restrictions on investor
insulation and participation of non-party investors and
creditors. In either case, applicants must submit an Exhibit;
i.e., an Exhibit is required demonstrating compliance with
the ownership rules or, if the applicant cannot certify
compliance, requesting a waiver or exemption, with
adequate justification. For all other applicants: This item
requires that the assignee certify compliance with the
Commission's broadcast ownership rules, including
restrictions on investor insulation and participation of nonparty investors and creditors.
In order to facilitate the evaluation of the transaction that is
the subject of this FCC Form 314, assignees are directed to
Worksheet #3, which is tailored to the individual inquiries
in Item 6.
F.
7
Items 7 and 8: Character Issues/Adverse Findings. Item
7 requires the assignee to certify that neither it nor any
party to the application has had any interest in or
connection with an application that was or is the subject of
unresolved character issues. An assignee must disclose in
response to Item 8 whether it or any party to the application
has been the subject of a final adverse finding with respect
to certain relevant non-broadcast matters.
The
Commission's character policies and litigation reporting
requirements for broadcast applicants focus on misconduct
or an entity organized under the laws of a foreign country.
The Commission may also deny a construction permit or
station license to a licensee directly or indirectly controlled
by another entity of which more than 25% of the capital
stock is owned or voted by aliens, their representatives, a
foreign government or its representative, or another entity
organized under the laws of a foreign country.
which violates the Communications Act or a Commission
rule or policy, and on certain specified non-FCC
misconduct. In responding to Items 7 and 8, applicants
should review the Commission's character qualification
policies, which are fully set forth in Character
Qualifications, 102 FCC 2d 1179 (1985), reconsideration
denied, 1 FCC Rcd 421 (1986), as modified, 5 FCC Rcd
3252 (1990) and 7 FCC Rcd 6564 (1992).
Compliance with Section 310 is determined by means of a
two-prong analysis, one pertaining to voting interests and
the second to ownership interests. See, e.g., BC License
Subsidiary L.P., 10 FCC Rcd 10968 (1995). The voting
interests held by aliens in a licensee through intervening
domestically organized entities are determined in
accordance with the multiplier guidelines for calculating
indirect ownership interests in an applicant as set forth in
the "Corporate Applicant" Instructions for Section III, Item
4. For example, if an alien held a 30-percent voting interest
in Corporation A which, in turn, held a non-controlling 40percent voting interest in Licensee Corporation B, the alien
interest in Licensee Corporation B would be calculated by
multiplying the alien's interest in Corporation A by that
entity's voting interest in Licensee Corporation B. The
resulting voting interest (30% x 40% = 12%) would not
exceed the 25% statutory benchmark. However, if
Corporation A held a controlling 60% voting interest in
Corporation B, the multiplier would not be utilized and the
full 30 percent alien voting interest in Corporation A would
be treated as a 30 percent interest in Licensee Corporation
B, i.e., an impermissible 30% indirect alien voting interest
in the licensee. If Partnership A held a 40% voting interest
in Licensee Corporation B, that voting interest would be
similarly impermissible if any general partner or any noninsulated limited partner of Partnership A was an alien,
regardless of his or her partnership interest.
Where the response to Item 7 is "No," the assignee must
submit an exhibit that includes an identification of the party
having had the interest, the call letters and location of the
station or file number of the application or docket, and a
description of the nature of the interest or connection,
including relevant dates. The assignee should also fully
explain why the unresolved character issue is not an
impediment to a grant of this application.
In responding to Item 8, the assignee should consider any
relevant adverse finding that occurred within the past ten
years. Where that adverse finding was fully disclosed to
the Commission in an application filed on behalf of this
station or in another broadcast station application and the
Commission, by specific ruling or by subsequent grant of
the application, found the adverse finding not to be
disqualifying, it need not be reported again and the assignee
may respond "Yes" to this item. However, an adverse
finding that has not been reported to the Commission and
considered in connection with a prior application would
require a "No" response.
Where the response to Item 8 is "No," the assignee must
provide in an exhibit a full disclosure of the persons and
matters involved, including an identification of the court or
administrative body and the proceeding (by dates and file
numbers), and the disposition of the litigation. Where the
requisite information has been earlier disclosed in
connection with another pending application, or as required
by 47 C.F.R. Section 1.65(c), the applicant need only
provide an identification of that previous submission by
reference to the file number in the case of an application,
the call letters of the station regarding which the application
or Section 1.65 information was filed, and the date of filing.
The assignee should also fully explain why the adverse
finding is not an impediment to a grant of this application.
Assignees must also comply with the separate alien equity
ownership benchmark restrictions of Section 310. Under
the second prong of the analysis, an assignee must
determine the pro rata equity holdings of any alien investor
in a licensee entity or its parent. In calculating alien
ownership, the same voting interest multiplier rules apply.
In order to complete this two-prong analysis, an assignee
must determine the citizenship of each entity holding either
a voting or equity interest, or explain how it determined the
relevant percentages. Corporate applicants and licensees
whose stock is publicly traded have employed a variety of
practices, including sample surveys using a recognized
statistical methodology, a separate restrictive class of stock
for alien owners, and the compiling of citizenship
information on each stockholder by the corporation's stock
transfer agent, to ensure the accuracy and completeness of
their citizenship disclosures and their continuing
compliance with Section 310.
G. Item 9: Alien Ownership and Control. All applications
must comply with Section 310 of the Communications Act,
as amended. Specifically, Section 310 proscribes issuance
of a construction permit or station license to an alien, a
representative of an alien, a foreign government or the
representative thereof, or a corporation organized under the
laws of a foreign government. This proscription also
applies with respect to any entity of which more than 20%
of the capital stock is owned or voted by aliens, their
representatives, a foreign government or its representative,
8
See 47 C.F.R Sections 1.2111(d), 73.5007, 73.5008.
H. Item 10: Financial Qualifications. An assignee must
certify that it is financially qualified to effectuate its
proposal, with sufficient net liquid assets on hand or
available from committed sources of funds to consummate
the transaction and operate the facilities for three months
without additional revenue. This certification includes all
contractual requirements, if any, as to collateral, guarantees,
and capital investments. See Financial Qualifications
Standard, 87 FCC 2d 200 (1981).
K. Item 13: Anti-Drug Abuse Act Certification. This
question requires the assignee to certify that neither it nor
any party to the application is subject to denial of federal
benefits pursuant to the Anti-Drug Abuse Act of 1988, 21
U.S.C. Section 862.
Section 5301 of the Anti-Drug Abuse Act of 1988 provides
federal and state court judges the discretion to deny federal
benefits to individuals convicted of offenses consisting of
the distribution or possession of controlled substances.
Federal benefits within the scope of the statute include FCC
authorizations. A "Yes" response to Item 13 constitutes a
certification that neither the assignee nor any party to this
application has been convicted of such an offense or, if it
has, it is not ineligible to receive the authorization sought
by this application because of Section 5301.
Documentation supporting this certification need not be
submitted with this application, but must be made available
to the Commission upon request. Financial statements
relied on to make this certification should be prepared in
accordance with generally accepted accounting principles.
I.
J.
Item 11: Programming. Assignees need no longer file a
specific program service proposal. Nevertheless, prior to
making this certification, the applicant should familiarize
itself with its obligation to provide programming
responsive to the needs and interests of the residents of its
community of license. See Programming Information in
Broadcast Applications, 3 FCC Rcd 5467 (1988).
With respect to this question only, the term "party to the
application" includes if the applicant is an individual, that
individual; if the applicant is a corporation or
unincorporated association, all officers, directors, or
persons holding 5 percent or more of the outstanding stock
or shares (voting and/or non-voting) of the applicant; all
members if a membership organization; and if the applicant
is a partnership, all general partners and all limited partners,
including both insulated and non-insulated limited partners,
holding a 5 percent or more interest in the partnership.
Item 12: Auction Authorization.
The competitive
bidding rules adopted by the Commission include certain
provisions to prevent "unjust enrichment" by entities that
acquire broadcast authorizations through the use of bidding
credits or other special measures. Specifically, the holder
of a broadcast license or construction permit, who
successfully utilized a bidding credit to obtain the
authorization, is required to reimburse the government for
the total amount of the bidding credit, plus interest based on
the rate for ten-year U.S. Treasury obligations applicable on
the date the construction permit was granted, as a condition
for Commission approval of any assignment or transfer of
that license or construction permit, if the authorization will
be acquired by an entity that does not meet the eligibility
criteria for the bidding credit. See 47 C.F.R. Sections
1.2111(d)(1), 73.5007. The amount of this payment will be
reduced over a five-year period. See 47 C.F.R. Sections
1.2111(d)(2), 73.5007. No payment is required if (1) the
authorization is transferred or assigned more than five years
after the initial issuance of the construction permit; or (2)
the proposed transferee or assignee meets the eligibility
criteria for the bidding credit.
L. Item 14. Assignee’s Equal Employment Opportunity
Program.
Applicants seeking authority to obtain
assignment of the construction permit or license of a
commercial, noncommercial or international broadcast
station are required to afford equal employment opportunity
to all qualified persons and to refrain from discriminating in
employment and related benefits on the basis or race, color,
religion, national origin or sex. See 47 C.F.R. Section
73.2080. Pursuant to these requirements, an applicant who
proposes to employ five or more full-time employees in its
station employment unit must establish a program designed
to assure equal employment opportunity for women and
minority groups (that is, Blacks not of Hispanic origin,
Asian or Pacific Islanders, American Indians or Alaskan
Natives, and Hispanics).
This is submitted to the
Commission as the Model EEO Program on FCC Form
396-A, which should be filed as part of the application. If
an applicant proposes to employ less than five full-time
employees in its station employment unit, no EEO program
for women or minorities need be filed.
In accordance with these provisions, Item 12 requires that
the assignee certify that either (1) more than five years have
passed since the assignor received its authorization(s) via
the competitive bidding process; or (2) the proposed
assignee meets the eligibility criteria for the bidding credit.
If such certification cannot be made, then the assignee must
answer "No" in Item 12 and tender the applicable
reimbursement payment to the United States Government.
General guidelines for developing an Equal Employment
Opportunity program are set forth in FCC Form 396-A.
NOTE: This Broadcast Equal Employment Opportunity
Model Program Report (FCC Form 396-A) is to be utilized
9
only by applicants for new construction permits and by
assignees and transferees.
FCC NOTICE REQUIRED BY THE PAPERWORK
REDUCTION ACT
We have estimated that each response to this collection of
information will take 1 to 5 hours. Our estimate includes the
time to read the instructions, look through existing records,
gather and maintain the required data, and actually complete and
review the form or response. If you have any comments on this
burden estimate, or on how we can improve the collection and
reduce the burden it causes you, please e-mail them to
[email protected] or send them to the Federal Communications
Commission, AMD-PERM, Paperwork Reduction Project
(3060-0031), Washington, DC 20554. Please DO NOT SEND
COMPLETED APPLICATIONS TO THIS ADDRESS.
Remember - you are not required to respond to a collection of
information sponsored by the Federal government, and the
government may not conduct or sponsor this collection, unless it
displays a currently valid OMB control number of if we fail to
provide you with this notice. This collection has been assigned
an OMB control number of 3060-0031.
THE FOREGOING NOTICE IS REQUIRED BY THE
PAPERWORK REDUCTION ACT OF 1995, P.L.104-13,
OCTOBER 1, 1995, 44 U.S.C. 3507.
10
WORKSHEET #1
LOCAL NOTICE CHECKLIST
Applicants must certify that they have complied with Section 73.3580 regarding publication of local notice of the subject application. This
worksheet may be used in responding to Section II, Item 7 of Assignor's section of Form 314.
1.
Newspaper notice.
(a) Dates of publication: (i) All within 30 days of tender of the application?
Yes
No
(b) Daily newspaper published in community?
(i) If ''Yes,'' public notice must appear twice a week for two consecutive weeks.
Yes
No
(c) No such daily newspaper, weekly newspaper published in community?
(i) If ''Yes,'' notice must appear once a week for three consecutive weeks.
Yes
No
(a) Once daily for 4 days in the second week following the filing of the application?
Yes
No
M At least 2 announcements during ''prime time'' (6 p.m. - 11 p.m. for television) or ''drive time'' (7 a.m. - 9
a.m. and/or 4 p.m. - 6 p.m. for radio), as applicable?
Yes
No
(a) Applicant name(s)
Yes
No
(b) Names of all officers, directors, 10% shareholders (if corporation), all non-insulated partners (if
partnership)
Yes
No
(c) Purpose of application
Yes
No
(d) Date on which application was filed
Yes
No
(e) Call letters and frequency/channel of station
Yes
No
(f) Statement that copy of application is available in Public File
Yes
No
(g) Location of public file
Yes
No
(d) If no such daily or weekly newspaper, local notice must appear in daily newspaper with the greatest
circulation in the community twice a week for two consecutive weeks.
2.
3.
Broadcast notice.
Text: do the announcements contain the following information?
FCC 314 Worksheet 1
WORKSHEET # 2
SALES CONTRACT EVALUATION WORKSHEET
This worksheet may be used by the assignor in responding to Section II, Item 3 of FCC Form 314; it may also be used by the
assignee in responding to Section III, Item 3. The applicants must review these questions with respect to all contractual
documents, agreements, and/or understandings between the assignor and the assignee. See Worksheet # 3D (Time Brokerage/Local
for the subject station(s) or any other stations in the market prior to Commission approval of the proposed assignment.
1.
Do the written contracts and/or agreements in the licensee/permittee's public inspection file embody
the complete and final agreement for the sale of the station(s) which are to be assigned?
Yes
No
Yes
No
Yes
No
Yes
No
Do these documents provide the assignee with ultimate control over and use of all necessary
physical property without reservation?
Yes
No
Do these documents provide the assignee with ultimate control over station programming without
reservation?
Yes
No
Yes
No
(a)
Are there any unwritten agreements between the assignor and the assignee which have not been
referenced in the contract documents to be submitted with the application?
If ''Yes,'' the terms of these agreements must be reduced to writing and submitted along with
(b) Are there any written or oral agreements between the assignor and the assignee regarding
future contractual arrangements arising out of this transaction?
If ''Yes,'' the terms of these agreements must be reduced to writing and submitted along with
the other contract documents.
(c) Have there been any amendments to the contract?
If ''Yes,'' the amendment (or its material terms, if the amendment is not in writing) must be
submitted as an amendment to the application.
Note: The obligation to submit all amendments to the contract continues until Commission
action on the subject application is no longer subject to administrative or judicial review.
2.
3.
Note: The response to both Questions 2 and 3 must be ''Yes'' in order to certify that the contractual
documents ''comply fully with the Commission's rules and policies.'' If ''No,'' the applicant must
mark ''No'' and disclose all details of any restriction on the assignee's complete control of the station
in an exhibit to the application.
4.
Is there any provision in the agreements that provides for a reversion of the license(s) in the event of
default or any right to reassignment of the license in the future?
Note: The response to Question 4 must be ''No'' in order to certify that the contractual documents
comply fully with the Commission's rules and policies.'' If ''Yes,'' the applicant may not make the
appropriate certification.
FCC 314 Worksheet 2
5.
Is there any provision in the agreements which provides for a security interest in the station
license(s), permits or authorizations?
Yes
No
Note: The response to Question 5 must be ''No'' in order to certify that the contractual documents
"comply fully with the Commission's rules and policies.'' Under existing precedent, it is permissible
to grant a security interest in the proceeds of the sale of a station license, permit, or authorization,
but not in the license, permit, or authorization itself.
6.
Do the agreements contain a covenant not to compete?
Yes
No
Yes
No
Yes
No
Yes
No
(a) If ''Yes,'' do the agreements expressly state that voting rights will remain with the assignee, even
in the event of default?
Yes
No
(b) If ''Yes,'' do the agreements indicate that, in the event of default, there will be either a public
(i.e., auction) or private arm's length sale of the pledged interests?
Yes
No
(c) If ''Yes,'' do the agreements provide that, prior to the exercise of stockholder rights by the
purchaser at such public or private sale, consent of the Commission (pursuant to 47 U.S.C. § 310(d))
will be obtained?
Yes
No
(a) If ''Yes,'' does the geographic scope of the covenant extend beyond the service contour of the
station(s) to be assigned (Grade B for TV, I .0 mV/m for AM and FM)?
(b) If ''Yes,'' does the duration of the covenant extend beyond the length of a full license term?
Note: If the response to Question 6 is ''Yes,'' the response to Questions 6(a) and 6(b) must be ''No''
in order to certify that the contractual documents ''comply fully with the Commission's rules and
policies.'' If not, the applicant may not make the appropriate certification.
7.
Do the agreements contain a stock pledge?
Note: If the response to Question 7 is ''Yes,'' the response to Questions 7(a), 7(b), and 7(c) must also
be ''Yes'' in order to certify that the contractual documents ''comply fully with the Commission's
rules and policies.'' If not, the applicant may not make the appropriate certification.
FCC 314 Worksheet 2 (Page 2)
WORKSHEET # 3
This Worksheet may be used in connection with Section III, Item 6 of FCC Form 314 regarding media ownership. For the
convenience of the applicant, the various ownership restrictions are treated under the following separate headings:
A. Multiple Ownership and Cross-Ownership; B. Familial Relationships; C. Future Ownership Rights; D. Time Brokerage/Local
Marketing/Joint Sales Agreements; and E. Investor Insulation/Non-party Influence.
A. MULTIPLE OWNERSHIP AND CROSS OWNERSHIP
This section of the worksheet may be used in connection with Section III, Item 6b of FCC Form 314 to determine the proposed
assignee's compliance with the Commission's multiple ownership and cross-ownership rules set forth in 47 C.F.R. § 73.3555.
Radio applicants: See also the Commission's Report and Order in MB Dockets 02-277 and 03-130 and MM Dockets 00-244,
01-235 and 01-317, (''Report and Order''), 18 FCC Red 13620 (2003), aff'd in part and remanded in part Prometheus Radio project,
et al. v. F.C.C., 373 F.3d 372 (3d Cir. 2004), stay modified, No. 03-3388 (Sept. 3, 2004). The assignee must determine that it
complies with all applicable rules in order to respond ''YES'' to the certification in Item 6b.
NOTE: Such a certification of compliance does not exempt radio applicants from submitting an Exhibit that demonstrates such
compliance, including, if applicable, relevant contour maps.
Where the term ''applicant or any party to the application'' is used in this worksheet, it refers to the proposed assignee as applicant
or any party to the assignee portion of the application.
I. LOCAL RADIO STATION OWNERSHIP
The local radio ownership rules place a numerical limit on the number of stations in which an entity in the local market may have a
cognizable interest. See 47 C.F.R. § 73.3555(a). See also Report and Order, Section on ''Local Radio Ownership Rule.''
1. Will grant of this application result in the applicant or any party to this application having a cognizable interest in more than one
commercial or noncommercial educational full-power radio station located in (i.e., having its community of license within) or
''home'' to the same metropolitan area (Metro), as defined by Arbitron and reported by BIA? 1
Yes
No
If ''Yes,'' provide in your Exhibit the name of the Arbitron Metro; proceed to Items 2 and 3, below. Use a separate worksheet for
each applicable Arbitron Metro (see supra note 1) and provide in the Exhibit the relevant information for all applicable Metros.
If ''No,'' the transaction does not involve stations in an Arbitron Metro; proceed to Item 4.
2. (a) How many commercial and noncommercial educational radio full-power stations are located within or are reported by BIA
as ''home'' to the Metro covered by this worksheet? 2
1. The applicant must demonstrate compliance with the local radio ownership rule in each applicable Metro. Use a separate
worksheet for each Metro. Note that BIA may report a particular station as ''home'' to more than one Metro, including embedded or
overlapping Metros. Note also that a station may be reported by BIA as ''home'' to one Metro and have its community of license in
a separate Metro. Each such Metro is ''applicable.''
2. Include all stations whose community of license is inside the boundaries of the counties that make up the Arbitron Metro. Also
include stations outside the counties that make up the Arbitron Metro if they are reported by BIA as ''home'' to that Metro. The
BIA Database generally includes all of the stations in a Metro. See also supra note 1.
FCC 314 Worksheet 3
(b) How many full-power commercial AM stations in the Metro will be attributable to the applicant or any party to this application
if the application is approved?
(c) How many full-power commercial FM stations in the Metro will be attributable to the applicant or any party to this application if
the application is approved?
(d) Total number of commercial stations in the Metro that will be attributable to the applicant or any party to this application if the
application is approved: 3
If the applicant will own both commercial and noncommercial educational radio broadcast stations in the Metro, please also answer
questions 2(e) through 2(g) and include this information in the Exhibit:
(e) How many full-power noncommercial educational AM stations in the Metro will be attributable to the applicant or any party to
this application if the application is approved?
(f) How many full-power noncommercial educational FM stations in the Metro will be attributable to the applicant or any party to
this application if the application is approved?
(g) How many commercial and noncommercial educational full-power AM and FM stations in the Metro in total will be attributable
to the applicant or any party to this application if the application is approved? 4
The following local radio ownership ''tiers'' have the stated limits on the number of stations in which a party (i.e., a person or single
entity or entities under common control) may have a cognizable interest in a Metro:
*
In a Metro reported by BIA as having 45 or more ''home'' commercial and noncommercial educational full-power stations,
a party may have a cognizable interest in up to 8 full-power commercial radio stations, not more than 5 of which are in the
same service (AM or FM);
*
In a Metro reported by BIA as having between 30 and 44 (inclusive) ''home'' commercial and noncommercial educational
full-power radio stations, a party may have a cognizable interest in up to 7 commercial full-power radio stations, not more
than 4 of which are in the same service (AM or FM);
*
In a Metro reported by BIA as having between 15 and 29 (inclusive) ''home'' commercial and noncommercial educational
full-power radio stations, a party may have a cognizable interest in up to 6 commercial full-power radio stations, not more
than 4 of which are in the same service (AM or FM);
3. 2(d)
should equal 2(b) plus 2(c).
4. 2(g)
should equal 2(d) plus 2(e) plus 2(f).
FCC 314 Worksheet 3 (Page 2)
*
In a Metro reported by BIA as having 14 or fewer ''home'' commercial and noncommercial educational full-power radio
stations, a party may have a cognizable interest in up to 5 commercial full-power radio stations, not more than 3 of which
are in the same service (AM or FM), except that a party may not have a cognizable interest in more than 50 percent of the
total number of full-power commercial and noncommercial educational stations in such a market; provided, however, that
an attributable interest in one AM/FM combination in the Metro is permissible without regard to this 50 percent
limitation.
If the transaction complies with the limits set forth above, it complies with the local radio ownership portion of the multiple
ownership rules set forth in 47 C.F.R. Section 73.3555. As indicated above, all applicants must submit an Exhibit explaining their
determination. Be sure to include a copy of the Exhibit with the copy of the application that is sent to the station's public inspection
file.
3. To demonstrate compliance with the numerical limits in the local radio ownership rule, applicants may not rely on a change in a
Metro's geographic boundaries that has occurred since September 3, 2004, unless such change has been in effect for at least two
years. In addition, applicants may not rely on the inclusion of a radio station as ''home'' to a Metro unless (a) such station was listed
by BIA as ''home'' to the Metro as of September 3, 2004, or (b) such ''home'' designation has been in effect for at least two years, or
(c) such station's community of license is located within the Metro. Applicants also may not rely on the removal, after September 3,
2004 , of their own stations from BIA's list of ''home'' stations in a Metro unless (i) such exclusion has been in effect for at least two
years or (ii) the exclusion results from an FCC-approved change in the community of license of a station from within the Metro to
outside the Metro. Applicants who wish to rely on such changes should explain in their Exhibit, taking into account the timing
conditions set forth above in this paragraph, (1) any changes since September 3, 2004 to the geographic boundaries of the relevant
Metros, (2) any changes since September 3, 2004 to the ''home'' designations of the applicant's stations in the relevant Metros, (3)
whether one or more radio stations licensed to communities outside the Metro have been added to BIA's list of ''home'' stations for
that Metro since September 3, 2004; and (4) whether any of the changes reported in (1) through (3) of this paragraph is necessary for
the proposed transaction to comply with the local radio ownership rule.
4. Interim Contour-overlap Methodology. If any station subject to the application does not have its community of license located
within the geographic boundaries of any Arbitron Metro, then the following guidelines should be used to determine compliance with
the local radio ownership rule for any such station. These guidelines reflect the contour-overlap methodology (''Interim
Methodology'') that, for any station whose community of license is in a non-Metro area, is in effect until such time as the rule
making proceeding in MB Docket 03-130 is completed and new rules are established for such radio stations. See Report and Order,
Section VI.B., ''Local Radio Ownership Rule,'' paragraphs 282-286, and Section IX, ''Notice of Proposed Rule making." If a station
is listed by BIA as ''home'' to a Metro but the station's community of license is not within the geographic boundaries of that Metro or
any other Metro, the applicant must comply with the local radio ownership rule both under the Interim Methodology and under the
Arbitron Metro methodology.
Under the Interim Methodology, a radio market is defined as the area encompassed by the principal community contours (predicted
or measured 5 mV/m groundwave contour for AM; predicted 3.16 mV/m contour for FM) of the stations that are both mutually
overlapping and proposed to be ''commonly attributable'' .) post-transaction. 6 The number of radio stations in this defined radio
market (i.e., the numerator) cannot exceed the limits set forth in Section 73.3555(a) (see below). A commonly attributable station
whose contour overlaps the contour of some but not all of the contours of the stations that define the radio market does not count
toward the local radio ownership limits (i.e., is not counted in the numerator).
Under this same Methodology, the number of stations in the market (i.e., the denominator) is determined by counting the full-power,
operating commercial and noncommercial educational stations whose principal community contours overlap or intersect at least one
of the principal community contours that define the radio market as described above, subject to the following exception: such a
station will be not be counted as being in the market (i.e., in the denominator) if (i) its transmitter site is located more than 92 km
from the perimeter of the area of mutual overlap of the commonly attributable stations that define the radio market, or (ii) the
applicant or any party to the application has a cognizable interest in the station and the station does not define the subject market
(i.e., is not
For purposes of this worksheet, ''commonly attributable'' means stations in which the applicant (assignee) or any party to the
application (assignee portion) will have a cognizable interest (see 47 C.F.R. § 73.3555, Notes) if the application is granted.
5.
As long as at least one of the commonly attributable radio stations has a community of license that is located outside a Metro,
applicants should count in the numerator every commonly attributable station that mutually overlaps such station(s), regardless of
whether the other commonly attributable stations are listed as being in Metros.
6.
FCC 314 Worksheet 3 (Page 3)
in the numerator). Any radio station that meets this test should be included in the denominator, regardless of whether such station is
in a Metro. A graphic example is provided further below.
The following local radio ownership ''tiers'' have the stated limits on the number of stations in which a party (i.e., a person or single
entity or entities under common control) may have a cognizable interest in a non-Metro radio market:
*
In a radio market with 45 or more commercial and noncommercial educational full-power radio stations, a party may have
a cognizable interest in up to 8 commercial radio stations, not more than 5 of which are in the same service (AM or FM);
*
In a radio market with between 30 and 44 (inclusive) commercial and noncommercial educational full-power radio
stations, a party may have a cognizable interest in up to 7 commercial radio stations, not more than 4 of which are in the
same service (AM or FM);
*
In a radio market with between 15 and 29 (inclusive) commercial and noncommercial educational full-power radio
stations, a party may have a cognizable interest in up to 6 commercial radio stations, not more than 4 of which are in the
same service (AM or FM);
*
In a radio market with 14 or fewer commercial and noncommercial educational full-power radio stations, a party may have
a cognizable interest in up to 5 commercial radio stations, not more than 3 of which are in the same service (AM or FM),
except that a party may not have a cognizable interest in more than 50% of the total number of commercial and
noncommercial educational full-power stations in such market; provided, however, that an attributable interest in one
AM/FM combination in the Metro is permissible without regard to this 50% limitation.
If the transaction complies with the limits set forth above, it complies with the local radio ownership rule set forth in 47 C.F.R.
Section 73.3555(a). The assignee should mark ''Yes'' to Section III, Item 6b of Form 314 and must submit an Exhibit providing
information regarding the market(s), broadcast station(s), and other information demonstrating compliance with 47 C.F.R. §
73.3555 (a).
If the transaction does not comply with 47 C.F.R. § 73.3555(a), the assignee should mark ''No'' to Section 111, Item 6b to Form 3 14
and must submit as an Exhibit a detailed explanation in support of a waiver of 47 C.F.R. § 73.3555 (a).
See below for an illustration of the Interim Methodology.
5. AM Expanded Band Station. In Report and Order in MM Docket 87-627, 6 FCC Rcd 6273, 63120-21 (1991), the Commission
modified the radio ownership rules to permit an existing AM licensee to own and operate another AM Station in the AM ''Expanded
Band'' (1605-1705 KHz) during the transition period to full implementation of the expanded band, even if this were to Z, dual
ownership, licensees are not permitted to assign either the existing-band or the expanded-band authorization independently of the
other. Accordingly, in order to evaluate the subject proposal's compliance with these policies, applicants should address the
following, questions.
a.
Does the assignee/applicant have either an application, a construction permit, or a license for
a station in the expanded band AM band (1605-1705 KHz)?
b.
If ''Yes,'' do the agreements for the sale of the station(s) to be assigned maintain the common
ownership of the expanded-band and related existing-band authorization as required by 47
C.F.R. Section 73.1150(c)?
If the answer to Question 5b is ''No,'' the proposed assignment may violate Section 73.1150(c). The
applicant therefore must mark ''No'' to Section III, Item 6b, and submit an explanatory exhibit
detailing how the proposed transaction complies with the rule or requesting and justifying a waiver.
FCC 314 Worksheet 3 (Page 4)
In the simplified example below, Stations AM1, AM2, FM1 and FM2 are proposed to be commonly attributable. Stations AM1,
AM2, and FM2 have mutually overlapping contours. They constitute a "radio market'' -- in this example, Market #1 -- for purposes
of the local radio ownership rules in a non-Metro area, and are thus counted against the local radio limit (i.e., in the numerator) in
Market # 1.
Because Station FM1's contour does not overlap the mutually overlapping contours of Stations AM1, AM2 and FM2, the proposed
acquisition of Station FM1 would not count as being in Market #1 and therefore would not be counted toward the local ownership
limit (i.e., in the numerator) for purposes of Market #1. Rather, in a non-Metro area, Stations FM1 and FM2 would need to be
analyzed as forming a separate ''radio market'' - in this example, Market 42. (Station FM2 would thus be counted as being in Market
#1 as well as in Market #2.)
Station FM3 is not commonly attributable and it would be counted as "in " Market #1 (i.e., in the denominator) because the
transmitter of Station FM3 is not more than 92 km from the perimeter of Market #I's mutual overlap area. Station FM1 would not be
counted as being ''in'' Market #1 (i.e., in the denominator) because it is commonly attributable to the proposed assignee.
Station AM3 in this example is not commonly attributable. It would, nonetheless, not be counted as being ''in'' Market #2 (i.e., in
the denominator) because its transmitter is located more than 92 km from the perimeter of Market #2's mutual overlap area. Stations
AM1 and AM2 also would not be counted as ''in'' Market #2 (i.e., in the denominator) because they are commonly attributable.
AM2
AM1
#1
FM2
#2
.
.
.
.
.
.
FM3 transmitter
49 km from
perimeter of
mutual overlap
area of Market #1
...
FM1
AM3 transmitter 95 km from
perimeter of mutual
overlap area of Market
#2
FCC 314 Worksheet 3 (Page 5)
II. TELEVISION OWNERSHIP
This section of the worksheet may be used in connection with Section III, Item 6a.1 for the proposed acquisition of a full-service
television station. The television ownership rules place a numerical limit on the number of stations that can be owned by one entity
in the local market and restrict the total national audience reach that can be attained by any one television station owner. See 47
C.F.R. Sections 733555(b): 73.3555(e).
1.
Local Ownership. Will the acquisition of the commercial television station(s) being assigned result
in the assignee or any party to this application having an attributable interest in another commercial
television station which is located within the same Designated Market Area (DMA) as measured by
Nielsen Media Research and whose Grade B contour overlaps the Grade B contour of the station(s)
being assigned?
Yes
No
a. are both of the commercial television stations ranked among the top four stations in the DMA,
based on the most recent all-day (9:00 a.m.-midnight) audience share as determined by Nielsen
or a comparable professional survey organization?
Yes
No
b. are there fewer than 8 independently-owned, operating, full-power commercial and
noncommercial television stations in the DMA?
Yes
No
Yes
No
If ''Yes'' to Question 1, at the time of filing of this application:
If ''Yes'' to Question 1 a or b, the applicant must mark ''No'' to Section III, Item 6a and submit an
exhibit stating the reasons in support of an exemption from, or waiver of, the Commission's
television ownership regulations.
2.
National Audience Reach. Will the acquisition of the commercial television station(s) being
assigned result in the assignee or any party to this application having an attributable interest in
commercial television stations which have an aggregate national audience reach exceeding 35
percent?
If ''Yes'' to Question 2, the applicant must mark ''No'' to Section III, Item 6a and submit an exhibit
stating the reasons in support of an exemption from, or waiver of, the Commission's television
ownership regulations.
FCC 314 Worksheet 3 (Page 6)
III. JOINT TELEVISION/RADIO OWNERSHIP
This section of the worksheet may be used in connection with Section III, Item 6a.1, when the assignee will have both full-service
television and full-service radio interests in the same local market, as defined by 47 C.F.R. Section 73.3555(c)(3).
1.
Will the acquisition of the station(s) being assigned result in the assignee or any party to this
application having or maintaining an attributable interest in a commercial AM or FM station and a
commercial television station where:
a. the 1 mV/m contour of the commercial FM station or the 2 mV/m contour of the commercial
AM station encompasses the entire community (communities) of license of the commercial
television station?
Yes
No
Yes
No
Yes
No
would the applicant or any party to this application directly or indirectly own, operate or
control more than 2 commercial television and 6 commercial radio stations?
Yes
No
ii. would the applicant or any party to this application directly or indirectly own, operate or
control more than I commercial television and 7 commercial radio stations?
Yes
No
iii. if the applicant or any party to this application would control as a result of this transaction I
commercial television and 7 commercial radio stations, is the television station located in a
market in which the applicant or any party to this application could not directly or indirectly
own, operate or control 2 commercial television stations pursuant to 47 C.F.R. Section
73.3555(b)?
Yes
No
Yes
No
b. the Grade A contour of the commercial television station encompasses the entire community
(communities) of license of the commercial AM or FM station?
2.
If ''Yes'' to Question 1 a or b, proceed to Question
2
Will the applicant or any party to this application directly or indirectly own, operate or control more
than 2 commercial television and I commercial radio station, as a result of this transaction?
If ''Yes'' to Question 2*
a. where there are 20 or more independently-owned media voices in the television and radio
markets, as defined by 47 C.F.R. Section 73.3555(c)(3), at the time of the filing of this
application,
i.
b. where there are 10, but fewer than 20, independently-owned media voices in the television and
radio markets, as defined by 47 C.F.R. Section 73.3555(c)(3), at the time of the filing of this
application,
i.
would the applicant or any party to this application directly or indirectly own, operate or
control more than 2 commercial television and 4 commercial radio stations?
If ''Yes'' to Question 2(a), (i), (ii), or (iii) or to Question 2(b)(i), the applicant must mark ''No'' to
Section III, Item 6a and submit an exhibit stating the reasons in support of an exemption from, or
waiver of, the Commission's joint television and radio ownership regulations.
FCC 314 Worksheet 3 (Page 7)
IV. CROSS-OWNERSHIP
This section of the worksheet may be used in connection with Section III, Item 6a.1 of FCC Form 314 when the assignee will have
newspaper interests in the same local market as the station(s) it seeks to acquire.
(A)
(B)
Will the acquisition of the station(s) being assigned/grant of this application result in the assignee or any party to this
application having or maintaining an attributable interest in a newspaper which: (1) is published four or more days per week,
(2) is in the dominant language in the market, and (3) is published in a community entirely encompassed by:
a. the I mV/m contour of one of the FM station(s)?
Yes
No
b. the 2 mV/m contour of one of the AM station(s)?
Yes
No
c. the Grade A contour of one of the commercial television station(s)?
Yes
No
Yes
No
If "Yes," to question (A), has the Commission made a presumptive finding pursuant to Section
310(d) of the Communications Act that the proposed newspaper/broadcast combination is in the
public interest?
If the applicant answered "Yes" to Question A and "No" to Question B, then the applicant must mark "No" to Section III, Item 6a
and submit an exhibit stating the reasons why a waiver of the Commission's newspaper /broadcast cross-ownership rule complies
with the Commission's public interest standard and the criteria set out in 2006 Quadrennial Regulatory Review- Review of the
Commission's Broadcast Ownership Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of
1996, Report and Order and Order on Reconsideration, MB Docket No. 06-121 et al., 23 FCC Rcd 2010 (2008) ("2006
Quadrennial Media Ownership Order").
In making a public interest finding, the Commission shall presume that it is not inconsistent with the public interest for an entity
to own a daily newspaper in a top 20 Nielsen Designated Market Area ("DMA") and one commercial AM, FM, or TV broadcast
station whose relevant contour encompasses the entire community in which such newspaper is published, provided that, with
respect to a combination including a commercial TV station, (1) the station is not ranked among the top four TV stations in the
DMA, based on the most recent all-day (9 a.m.-midnight) audience share, as measured by Nielsen Media Research or by any
comparable professional, accepted audience ratings service; and (2) at least 8 independently owned and operating major media
voices would remain in the DMA in which the community of license of the TV station in question is located. For purposes of the
newspaper/broadcast cross-ownership rule, major media voices include full-power TV broadcast stations and major newspapers.
2006 Quadrennial Ownership Order, 23 FCC Rcd at 2042-46, 57-62.
In making a public interest finding, the Commission shall presume that it is inconsistent with the public interest for an entity to
own a daily newspaper and an AM, FM, or TV broadcast station whose relevant contour encompasses the entire community in
which such newspaper is published in a DMA other than the top 20 Nielsen DMAs or in any circumstance not discussed above.
In order to overcome the negative presumption with respect to the combination of a major newspaper and a television station, the
applicant must show by clear and convincing evidence that the co-owned major newspaper and station will increase the diversity
of independent news outlets and increase competition among independent news sources in the market. The following factors will
inform this decision. The Commission shall consider (1) whether the combined entity will significantly increase the amount of
local news in the market; (2) whether the newspaper and the broadcast outlets each will continue to employ its own staff and
each will exercise its own independent news judgment; (3) the level of concentration in the DMA; and (4) the financial condition
of the newspaper or broadcast station, and if the newspaper or broadcast station is in financial distress, the proposed owner's
commitment to invest significantly in newsroom operations. 2006 Quadrennial Ownership Order, 23 FCC Rcd at 2049-54,
68-75.
The negative presumption shall be reversed if the newspaper or broadcast station is failed or failing. In order to qualify as failed,
the newspaper or broadcast outlet has to have stopped circulating or have been dark for at least four months immediately prior to
the filing of the assignment or transfer of control application, or must be involved in court-supervised involuntary bankruptcy or
involuntary insolvency proceedings. To qualify as failing, the applicant must show that (1) the broadcast station has had a low
all-day audience share (i.e., 4 percent or lower), (2) the financial condition of the newspaper or broadcast station is poor (i.e., a
negative cash flow for the previous three years), and (3) the combination will produce public interest benefits. In addition, in
both instances, the applicant must show that the in-market buyer is the only reasonably available candidate willing and able to
acquire and operate the failed or failing newspaper or station and that selling the newspaper or station to any out-of-market buyer
would result in an artificially depressed price. 2006 Quadrennial Ownership Order, 23 FCC Rcd at 2047, 65.
The negative presumption shall also be reversed if the combination is with a broadcast station that was not offering local
newscasts prior to the combination, and the station will initiate at least seven hours per week of local news programming after the
combination. 2006 Quadrennial Ownership Order, 23 FCC Rcd at 2049, 67.
Applicants should refer to the 2006 Quadrennial Ownership Order, 23 FCC Rcd at 2040-54, 53-75.
FCC 314 Worksheet 3 (Page 8)
B. FAMILY RELATIONSHIPS
This section of the worksheet may be used in connection with Section III, Item 6c.1 of FCC Form 314, which requires the assignee
to certify that the proposed acquisition does not ''present an issue'' under the Commission's policies relating to media interests of
immediate family members (i.e., husband, wife, father, mother, brother, sister, son or daughter).
The Commission does not prohibit, but rather considers relevant, media interests owned by immediate family members.
Accordingly, the assignee should examine the media interests of its principals' immediate family members to determine whether or
not those media interests will be independent and not subject to common influence or control. See Policy_ Statement, Clarification
of Commission's Policies Regarding Spousal Attribution, 7 FCC Rcd 1920 (1992), Sevier Valley Broadcasting, Inc., 10 FCC Rcd
9795 (1995).
An assignee must review this worksheet if the answer to the following question is "Yes` Does any
member of the immediate family (i.e., husband, wife, father, mother, brother, sister, son or daughter) of
any party to the application have any interest in or connection with any other broadcast station, pending
broadcast application or daily newspaper in the same market?
Yes
No
A broadcast station and a daily newspaper are considered to be in the same area if. (1) the predicted or measured 2 mV/m contour of
an AM station encompasses the entire community in which such daily newspaper is published; (2) the predicted 1 mV/m contour of
an FM station encompasses the entire community in which such daily newspaper is published-, or (3) the Grade A contour of a TV
station encompasses the entire community in which such daily newspaper is published. A daily newspaper is one that is published
four or more days per week, is in the dominant language in the market, and is circulated generally in the community of publication.
A college newspaper is not considered as being circulated generally. See 47 C.F.R. § 73.3555(d) and 47 C.F.R. § 73.3555 Note 6.
Answer the following questions for each such relationship:
1.
Has the family member who is not included as a party to the application been involved in
negotiations with the licensee/permittee for the acquisition/construction of any of the station(s) to be
assigned''
Yes
No
2.
Has the family member who is not included as a party to the application provided financing or
otherwise been involved in the process of making financial arrangements for the
acquisition/construction of any of the station(s) to be assigned?
Yes
No
3.
Is this the first broadcast ownership interest of the family member who is a party to the application?
Yes
No
4.
Are the family members involved together in the management or operation of any other media
interests located in other markets?
Yes
No
5.
Are there any agreements, arrangements or understandings, either written or oral, between the
family members with same-market media interests for the participation of one family member in the
financial affairs, commercial practices, programming, or employment practices of the other family
member's media entity? Consider, for example, joint sales agreements, local marketing agreements,
and arrangements to share facilities or personnel.
Yes
No
If assignee answers ''No'' to all of the above questions, assignee may conclude that it complies with the
Commission's policies relating to media interests of immediate family members. If assignee answers
''Yes'' to any one of the above questions, the assignee must mark ''No'' to Section III, Item 6c and should
submit an exhibit giving full particulars, including the family relationship involved and a detailed account
of the business or media relationship between family members.
FCC 314 Worksheet 3 (Page 9)
C. FUTURE OWNERSHIP RIGHTS
This section of the worksheet may be used in connection with Section III, Item 6c, which requires the assignee to certify that the
proposed acquisition complies with the Communications Act and the Commission's regulations and policies concerning future
ownership rights in broadcast stations.
Section 310(d) of the Communications Act of 1934, as amended, prohibits assignment, transfer or any disposition of a broadcast
license without first applying to the Commission and receiving approval. Similarly, Commission precedent currently prohibits (1)
pledge of a broadcast license as collateral for a loan, or (2) grant of a security interest (or any similar encumbrance) in a broadcast
license. These inquiries are directed to current and prospective third-party interests in the assignee.
In order to certify compliance with Item 6c of Section III of FCC Form 314, the Assignee must review the following questions:
1.
Are there any documents, instruments, contracts, or understandings relating to future ownership
rights in the assignee or any party to the application including, but not limited to: (1) stock pledges;
(2) security agreements; (3) non-voting stock interests; (4) beneficial stock ownership interests; (5)
options; (6) warrants; or (7) debentures?
Yes
No
Yes
No
Do the agreements contain a stock pledge?
Yes
No
(a) If ''Yes,'' do the agreements expressly state that voting rights will remain with the assignee, even
in the event of default?
Yes
No
(b) If ''Yes,'' do the agreements indicate that, in the event of default, there will be either a public
(i.e., auction) or private arm's-length sale of the pledged interests?
Yes
No
(c) If ''Yes,'' do the agreements provide that, prior to the exercise of stockholder rights by the
purchaser at such public or private sale, prior consent of the Commission (pursuant to 47 U.S.C.
Section 3 10(d)) will be obtained?
Yes
No
Yes
No
If ''No,'' Assignee may certify compliance with the future ownership inquiry.
If "Yes," proceed to the questions below.
2.
Is there any provision in the agreements which provides for a security interest in the station
license(s), permits or authorizations?
Note: The response to Question 2 must be ''No'' in order to certify that the contractual documents
''comply fully with the Commission's rules and policies.'' Under existing precedent, it is permissible
to grant a security interest in the proceeds of the sale of a station license, permit, or authorization,
but not in the license, permit, or authorization itself.
3.
If the answer to (a), (b), or (c) is ''No,'' the assignee must mark ''No'' to Section III, Item 6c and
submit an exhibit providing all details of the stock pledge agreement and demonstrating how the
agreement is not violative of Section 73.1150 and Commission precedent.
4.
If the agreements contain provisions relating to the acquisition of non-voting stock interests,
beneficial stock interests, warrants, or debentures convertible into voting or non-voting stock, would
the exercise of those interests, individually or in the aggregate, effectuate a positive or negative
transfer of control of the assignee/applicant?
If ''Yes,'' the agreements must clearly indicate that, prior to the acquisition, exercise, or conversion
of any future interest into equity that would effectuate a positive or negative transfer of control,
Commission approval will be sought and received. If they do not, the applicant must mark ''No'' to
Section III, Item 6c, and submit an exhibit providing all details and explaining how the agreements
do not violate Commission policy or precedent.
FCC 314 Worksheet 3 (Page 10)
D. TIME BROKERAGE/LOCAL MARKETING AGREEMENTS /JOINT SALES AGREEMENTS
This worksheet should be reviewed in connection with several different certifications. These include Section II, Item 3 and Section
III, Item 3 (certifications by assignor and assignee relating to agreements for sale of station) and Section III, Items 6a and 6b.
1.
Does or, as a result of this transaction, will the applicant or any party to this application, supply
more than 15 percent of another, same-market station's weekly program hours?
Yes
No
Yes
No
(a) retain the right to reject/substitute programming (including commercial advertising) without
excessive fee or penalty?
Yes
No
(b) retain the right to terminate the agreement without excessive fee or penalty?
Yes
No
(c) retain responsibility for broadcasting programming to meet local needs?
Yes
No
(d) retain the obligation to prepare and file the quarterly issues/programs list?
Yes
No
(e) retain the responsibility to comply with the Commission's political programming rules?
Yes
No
Yes
No
Yes
No
Yes
No
If ''Yes,'' that interest is attributable to the assignee and must be considered in certifying compliance
with the Commission's multiple ownership rules.
2.
Does the assignee hold a time brokerage agreement, local marketing agreement or radio joint sales
agreement pursuant to which the assignee provides radio or television programming or (if a radio
station) sells commercial advertising time for the subject station(s) or any other stations in the
market?
If ''Yes,'' proceed to Question 3.
3.
Has the licensee retained sufficient rights and obligations over the station's personnel,
programming, and finances such that it retains control of the station under applicable Commission
precedent, i.e., does the licensee/permittee:
(f) retain the obligation to pay station expenses?
(g) retain the obligation to maintain the station's main studio and staff that studio with at least one
management- level and one staff-level employee, Monday through Friday during regular business
hours?
If the response to any of these questions is ''No,'' the agreement may not comport with existing
Commission precedent. The applicant should therefore mark ''No'' in the appropriate certification
and supply an exhibit explaining how the agreement does not amount to a premature assumption of
control by the assignee.
4.
Does the programming agreement or radio joint sales agreement extend beyond one full license
term (i.e., eight years)?
If ''Yes," the agreement may exceed the length allowable under Commission precedent. The
applicant must therefore mark ''No'' to Section 111, Item 6b, and submit an exhibit containing the
complete agreement (with all attachments) and discussing how its operation complies with
precedent.
NOTE: ALL applicants required to demonstrate compliance with 47 C.F.R. Section 73.3555(a)
must submit, with this application, complete copies of all attributable radio time brokerage/local
marketing and radio joint sales agreements for the subject stations or any other stations in the same
market as the subject stations.
FCC 314 Worksheet 3 (Page 11)
E. INVESTOR INSULATION AND NON-PARTY INFLUENCE OVER ASSIGNEE/APPLICANT
This section of the worksheet may be used in connection with Section III, Item 6c, which requires the assignee to certify that it
complies with the Commission's restrictions relating to the insulation and non-participation of non-party investors and creditors. See
e.g., Report and Order in MM Docket Nos. 94-150, 92-5 1, and 87-154, FCC 99-207, released August 6, 1999. It indicates the kinds
of contractual relationships that may, in the Commission's view, exceed the authority of a properly insulated investor or demonstrate
some indicia of de facto control by a creditor.
I. Investor Insulation
If an assignee is a limited partnership or a limited liability company ("LLC'') that seeks to insulate partners or members in
accordance with the Commission's attribution rules, the assignee shall ensure that each such limited partner or LLC member is not
materially involved, directly or indirectly, in the management or operation of the media-related activities of the partnership or LLC.
To ensure that each such limited partner or LLC member is not materially involved, directly or indirectly, in the management or
operation of the media-related activities of the partnership or LLC, the applicant must answer the following inquiries. Do the limited
partnership or LLC enabling documents:
a.
specify that any exempt limited partner/LLC member (if not a natural person, its directors, officers,
partners, etc.) cannot act as an employee of the limited partnership/LLC member if his or her
functions, directly or indirectly, relate to the media enterprises of such entity?
Yes
No
b.
bar any exempt limited partner/LLC from serving, in any material capacity, as an independent
contractor or agent with respect to the partnership/LLC's media enterprises?
Yes
No
c.
restrict any exempt limited partner/LLC member from communicating with the limited
partnership/LLC, the general partner, or any LLC management committee on matters pertaining to
the day-to-day operations of its business?
Yes
No
d.
empower the general partner/LLC management committee to veto any admissions of additional
general partners/LLC members admitted by vote of the exempt limited partners/LLC members?
Yes
No
e.
prohibit any exempt limited partner/LLC member from voting on the removal of a general
partner/LLC member or limit this right to situations where the general partner/LLC member is (i)
subject to bankruptcy proceedings, as described in Section 402(4)-(5) of the Revised Uniform
Limited Partnership Act, (ii) is adjudicated incompetent by a court of competent jurisdiction, or (iii)
is removed for cause, as determined by an independent party?
Yes
No
f.
bar any exempt limited partner/LLC member from performing any services to the limited
partnership/LLC materially relating to its media activities, with the exception of making loans to, or
acting as a surety for, the business?
Yes
No
g.
state, in express terms, that any exempt limited partner/LLC member is prohibited from becoming
actively involved in the management or operation of the media businesses of the limited
partnership/LLC?
Yes
No
If the answer is ''Yes'' to each of these conditions with regard to every limited partner and LLC member
that the applicant seeks to insulate and the relevant state statute authorizing the LLC permits a LLC
member to insulate itself in accordance with the Commission's criteria, the applicant may certify that it
complies with the Commission's restrictions regarding insulation of non-party investors. If ''No'' to the
foregoing, the applicant must submit an exhibit detailing the rights of any non-party investor and setting
forth the applicant's reasons for not treating the investor as a party to the application.
FCC 314 Worksheet 3 (Page 12)
II. Non-Party Influence Over Assignee
A. Non-party investors, i.e., investors with nonattributable interests, may have very limited powers over the operations of a licensee.
Accordingly, with respect to any agreement, arrangement or understanding involving insulated parties or other investors with
nonattributable interests, including creditors, secured parties, program suppliers, and any other persons not disclosed as parties to
this application, does such agreement:
1.
give any non-party investor the right to vote on any matters decided by the assignee's board of
directors, partnership committee or other management group?
Yes
No
2.
give any non-party investor the right to attend, or appoint an observer to attend, assignee board,
partnership or other management meetings?
Yes
No
3.
place any limitation on assignee programming discretion?
Yes
No
4.
give any non-party investor the right to vote on, approve or restrict assignee's actions on any matter
relating to programming, personnel or finances?
Yes
No
5.
give any non-party creditor or any bond, debenture or warrant holder the right to vote on, approve
or restrict the assignee's actions on any matter relating to programming, personnel or finances?
Yes
No
6.
give any non-party creditor or any bond, debenture or warrant holder the right to share in the profits
of the assignee?
Yes
No
7.
give any non interest and acquire control of the assignee based on the assignee's actions relating to
programming, personnel and finances?
Yes
No
8.
give any non-party investor, creditor, or bond, debenture or warrant holder the right to vote on,
approve or deny the selection or removal of a general partner of an assignee partnership or a
member of the assignee's governing body?
Yes
No
9.
give any non-party investor, creditor, or bond, debenture or warrant holder the right to convert,
tender or require the tendering of stock pursuant to a put-or-call agreement based on the actions of
the assignee relating to programming, personnel or financing?
Yes
No
If the answer to all of these conditions is ''No'' with regard to every non-party investor and creditor, and there are no other
provisions that cede de facto control to a non-party, applicant may certify that it complies with the Commission's restrictions
regarding non-participation of non-party investors and creditors. If the answer to any of these inquiries is ''Yes,'' the applicant must
submit an exhibit detailing the rights of any non-party investor and setting forth fully the applicant's reasons for not treating the
investor as a party to the application.
B. With respect to any loan agreement, has the assignee ensured that such agreement:
1.
includes an unconditional promise by the assignee to pay on demand or on a specific date a sum
certain?
Yes
No
2.
contains a fixed or defined variable rate of interest on the loan?
Yes
No
Yes
No
3.
does not prohibit the redemption of the loan by the assignee, or permit redemption at the option of
the lender only?
If the answer to each of these inquiries is ''Yes,'' and if there are no other provisions that may give non-party investors control, the
applicant may conclude that it complies with the Commission's restrictions regarding non-participation of non-party investors and
creditors. If not, the applicant must submit an exhibit detailing the rights of the lender and the obligations of the assignee for each
loan agreement.
FCC 314 Worksheet 3 (Page 13)
Not Approved by OMB
3060-0031
Federal Communications Commission
Washington, D. C 20554
FCC 314
APPLICATION FOR CONSENT TO
ASSIGNMENT OF BROADCAST STATION
CONSTRUCTION PERMIT OR LICENSE
FOR
FCC
USE
ONLY
FOR COMMISSION USE ONLY
FILE NO.
Section I - General Information
1.
Legal Name of the Licensee/Permittee
Mailing Address
City
State or Country (if foreign address)
Telephone Number (include area code)
E-Mail Address (if available)
Call Sign
FCC Registration Number
2.
Contact Representative (if other than licensee/permittee)
ZIP Code
Facility ID Number
Firm or Company Name
Mailing Address
_).
City
State or Country (if foreign address)
Telephone Number (include area code)
E-Mail Address (if available)
ZIP Code
Legal Name of the Assignee
Mailing Address
City
FCC Registration Number
4.
Contact Representative (if other than assignee)
State or Country (if foreign address)
Telephone Number (include area code)
ZIP Code
E-Mail Address (if available)
Finn or Company Name
Mailing Address
City
State or Country (if foreign address)
Telephone Number (include area code)
E-Mail Address (if available)
All previous editions obsolete.
ZIP Code
FCC Form 314
5.
If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity
6.
Noncommercial Educational
Licensee/Permitte
e
Other
Purpose of Application:
Assignment of license
Assignment of construction permit
Amendment to pending application
File Number of pending application:
If an amendment, submit as an Exhibit a listing by Section and Question
Number of the portions of the pending application that are being revised.
7.
Were any of the authorizations that are the subject of this application obtained through the
Commission's competitive bidding procedures (see 47 C.F.R. Sections 1.2111(a) and
73.5001)
Exhibit No.
Yes
No
Exhibit No.
If yes, list pertinent authorizations in an Exhibit.
8.
a. Were any of the authorizations that are the subject of this application obtained through
the Commission's point system for reserved channel noncommercial educational
stations (see 47 C.F.R. Sections 73.7001 and 73.7003)?
b. If yes to 8(a), have all such stations operated for at least 4 years with a minimum
operating schedule since grant pursuant to the point system?
If no, list pertinent authorizations in an Exhibit and include in the Exhibit a showing
that the transaction is consistent with the holding period requirements of 47 C.F.R.
Section 73.7005(a).
c. LPFM Licenses Only: Has the assignor held the station license and operated the
station for at least three years?
FCC Form 314 (Page 2)
Yes
No
Yes
No
Exhibit No.
Yes
No
N/A
Section II - Assignor
1.
Certification. Licensee/permittee certifies that it has answered each question in this
application based on its review of the application instructions and worksheets. Licensee
further certifies that where it has made an affirmative certification below, this certification
constitutes its representation that the application satisfies each of the pertinent standards
and criteria set forth in the application instructions and worksheets.
2.
Authorizations to be Assigned. List the authorized stations and construction permits to be
assigned. Provide the Facility Identification Number and the Call Sign, or the Facility
Identification Number and the File Number of the Construction Permit, and the location,
for each station to be assigned. Include main stations, LPFM stations, FM and/or TV
translator stations, LPTV stations, SCA, FM and/or TV booster stations, and associated
auxiliary service stations.
Facility Facility
ID Number
ID Number
3.
CallCall
Sign Sign
or Construction
Permit File
Number
or
Construction
Permit
File Number
Agreements for Sale of Station. Licensee/permittee certifies that:
a. it has placed in its public inspection file(s) and submitted to the Commission as an
Exhibit to this application copies of all agreements for the sale of the station(s);
b. these documents embody the complete and final understanding between
licensee/pennittee and assignee; and
c. these agreements comply fully with the Commission's rules and policies.
4.
5.
Other Authorizations. List call signs, locations and facility identifiers of all other
broadcast stations in which licensee/permittee or any party to the application has an
attributable interest.
Character Issues. Licensee/permittee certifies that neither licensee/permittee nor any
party to the application has or has had any interest in, or connection with:
Yes
No
CityCity
Yes
No
State
State
See Explanation
in Exhibit No.
Exhibit No.
Exhibit No.
N/A
Yes
No
See Explanation
in Exhibit No.
a. any broadcast application in any proceeding where character issues were left
unresolved or were resolved adversely against the applicant or any party to the
application; or
b. any pending broadcast application in which character issues have been raised.
6.
Adverse Findings. Licensee/permittee certifies that, with respect to the licensee/permittee
and each party to the application, no adverse finding has been made, nor has an adverse
final action been taken by any court or administrative body in a civil or criminal
proceeding brought under the provisions of any law related to any of the following: any
felony; mass media- related antitrust or unfair competition; fraudulent statements to
another governmental unit; or discrimination.
Yes
No
See Explanation
in Exhibit No.
7.
Local Public Notice. Licensee/permittee certifies that it has or will comply with the public
notice requirements of 47 C.F.R. Section 73.3580.
Yes
No
N/A
FCC Form 314 (Page 3)
8.
9.
Auction Authorization. Licensee/permittee certifies that more than five years have passed
since the issuance of the construction permit for the station being assigned, where that
permit was acquired in an auction through the use of a bidding credit or other special
measure.
Anti-Drug Abuse Act Certification. Licensee/permittee certifies that neither licensee/
permittee nor any party to the application is subject to denial of federal benefits pursuant to
Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862.
Yes
No
See Explanation
in Exhibit No.
N/A
Yes
No
I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made
in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations.
Typed or Printed Name of Person Signing
Typed or Printed Title of Person Signing
Signature
Date
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S.
CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION
PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).
FCC Form 314 (Page 4)
Section III - Assignee
1.
Certification. Assignee certifies that it has answered each question in this application
based on its review of the application instructions and worksheets. Assignee further
certifies that where it has made an affirmative certification below, this certification
constitutes its representation that the application satisfies each of the pertinent standards
and criteria set forth in the application instructions and worksheets.
2.
Assignee is:
b.
c.
3.
a general partnership
a for-profit corporation a limited liability
a limited partnership
a not-for-profit corporation
company (LLC/LC)
a not-for-profit
educational institution
a noncommercial public
radio service to protect the
safety of life, health, or
property
a government entity other
than a school
b.
4.
other
Exhibit No.
If ''other'', describe nature of applicant in an Exhibit.
Radio Station applicants only: If the station(s) being assigned is noncommercial
educational or LPFM, the assignee certifies that the Commission had previously
granted a broadcast application, identified here by file number, that found this
assignee qualified as a noncommercial educational entity with a qualifying
educational program, and that the assignee will use the station(s) to advance a
program similar to that the Commission has found qualifying in the assignee's
previous application.
Radio Station applicants only: Proposed assignees of noncommercial educational or
LPFM stations that aswered ''No'' to Question 2(b) must include an exhibit that
describes the assignee's educational objective and how the station will be used to
advance an educational program that will further that objective according to 47
C.F.R. Section 73.503 (for radio applicants), 47 C.F.R. Section 853 (for LPFM
applicants).
Yes
No
FCC File No.
No
See Explanation
in Exhibit No.
Exhibit No.
Agreements for Sale of Station. Assignee certifies that:
a.
No
an individual
a not-for-profit
educational organization
a.
Yes
Yes
the written agreements in the licensee/permittee's public inspection file and
submitted to the Commission embody the complete and final agreement for the sale
of the station(s) which are to be assigned; and
these agreements comply fully with the Commission's rules and policies.
Parties to the Application.
a. List the assignee, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable
interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the
assignee, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated
partners and/or members. Create a separate row for each individual or entity. Attach additional pages if necessary.
(1)
Name and address of the assignee and each party to the
application holding an attributable interest (if other
than individual also show name, address and
citizenship of natural person authorized to vote the
stock or holding the attributable interest). List the
assignee first, officers next, then directors and,
thereafter, remaining stockholders and other entities
with attributable interests, and partners.
(1)
(2)
(2)
(3)
(4)
(5)
(3)
Citizenship.
Positional Interest: Officer, director, general
partner, limited partner, LLC member,
investor/creditor attributable under the
Commission's equity/debt plus standard., etc.
Percentage of votes.
Percentage of total assets (debt plus equity).
(4)
(5)
FCC Form 314 (Page 5)
Question 4 Continuation Sheet
(1)
FCC Form 314 (Page 6)
(2)
(3)
(4)
(5)
b. Assignee certifies that equity and financial interests not set forth above are
non-attributable.
Yes
No
See Explanation
in Exhibit No.
N/A
5.
6.
Other Authorizations. List call signs, locations, and facility identifiers of all other
broadcast stations in which assignee or any party to the application has an attributable
interest.
Exhibit No.
N/A
Multiple Ownership.
a.
Is the assignee or any party to the application the holder of an attributable radio joint
sales agreement or an attributable radio or television time brokerage agreement with
the station(s) subject to this application or with any other station in the same market
as the station(s) subject to this application?
Yes
No
See Explanation
in Exhibit No.
Yes
No
See Explanation
in Exhibit No.
Yes
No
See Explanation
in Exhibit No.
Yes
No
See Explanation
in Exhibit No.
If ''Yes,'' radio applicants must submit as an Exhibit a copy of each such agreement
for radio stations.
b.
Assignee certifies that the proposed assignment complies with the Commission's
multiple ownership rules and cross-ownership rules.
AM and/or FM Radio applicants only: If ''Yes,'' submit an Exhibit providing
information regarding the market, broadcast station(s), and other information
necessary to demonstrate compliance with 47 C.F.R. § 73.3555(a).
All applicants: If ''No,'' submit as an Exhibit a detailed explanation in support of an
exemption from, or waiver of, 47 C.F.R. § 73.3555.
c.
7.
Assignee certifies that the proposed assignment:
1. does not present an issue under the Commission's policies relating to media
interests of immediate family members;
2. complies with the Commission's policies relating to future ownership interests;
and
3. complies with the Commission's restrictions relating to the insulation and
nonparticipation of non-party investors and creditors.
Character Issues. Assignee certifies that neither assignee nor any party to the application
has or has had any interest in, or connection with:
a.
b.
any broadcast application in any proceeding where character issues were left
unresolved or were resolved adversely against the applicant or any party to the
application; or
any pending broadcast application in which character issues have been raised.
FCC Form 314 (Page 7)
8.
Adverse Findings. Assignee certifies that, with respect to the assignee and each party to
the application, no adverse finding has been made, nor has an adverse final action been
taken by any court or administrative body in a civil or criminal proceeding brought under
the provisions of any law related to any of the following: any felony; mass media-related
antitrust or unfair competition; fraudulent statements to another governmental unit; or
discrimination.
9.
Yes
No
See Explanation
in Exhibit No.
Alien Ownership and Control. Assignee certifies that it complies with the provisions of
Section 310 of the Communications Act of 1934, as amended, relating to interests of aliens
and foreign governments.
Yes
No
See Explanation
in Exhibit No.
10. Financial Qualifications. Assignee certifies that sufficient net liquid assets are on hand or
are available from committed sources to consummate the transaction and operate the
station(s) for three months.
Yes
No
See Explanation
in Exhibit No.
11. Program Service Certification. Assignee certifies that it is cognizant of and will comply
with its obligations as a Commission licensee to present a program service responsive to
the issues of public concern facing the station's community of license and service area.
Yes
No
Yes
No
12. Auction Authorization. Assignee certifies that where less than five years have passed
since the issuance of the construction permit and the permit had been acquired in an
auction through the use of a bidding credit or other special measure, it would qualify for
such credit or other special measure.
See Explanation
in Exhibit No.
N/A
13. Anti-Drug Abuse Act Certification. Assignee certifies that neither assignee nor any
party to the application is subject to denial of federal benefits pursuant to Section 5301 of
the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862.
Yes
No
14. Equal Employment Opportunity (EEO). If the applicant proposes to employ five or
more full-time employees, applicant certifies that it is filing simultaneously with this
application a Model EEO Program Report on FCC Form 396-A.
Yes
No
N/A
I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made
in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations. I hereby waive any
claim to the use of any particular frequency as against the regulatory power of the United States because of the previous use of the
same, whether by license or otherwise, and request an authorization in accordance with this application. (See Section 304 of the
Communications Act of 1934, as amended.)
Typed or Printed Name of Person Signing
Typed or Printed Title of Person Signing
Signature
Date
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S.
CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION
PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).
FCC Form 314 (Page 8)
| File Type | application/pdf |
| File Title | 314 WRK_3.ofm |
| Author | Antoine.Green |
| File Modified | 2008-07-11 |
| File Created | 2008-07-11 |