10 FCC Red No. 21 Federal Communications Commission Record FCC 95-360

involving assignment applications and pertaining to Fox©s Before the attributable status in its joint venture with Savoy Pictures Federal Communications Commission Entertainment, Inc.,2 and the other involving the renewal Washington, D.C. 20554 application of Fox©s WNYW(TV), New York, New York, and pertaining to Fox©s level of alien ownership. Having reviewed NBC©s dual allegations, we find they are without In re Application of merit. First, as to whether Fox holds an attributable inter est in its venture with Savoy, the Commission determined PARAMOUNT STATIONS GROUP that until it rules in its ongoing rule making proceeding concerning attribution rules in MM Docket No. 94-150, 10 OF PHILADELPHIA INC. FCC Red 3606 (1995), Fox©s interest in the venture is not (Assignor) attributable. BBC License Subsidiary L.P., FCC 95-179 (re leased April 27, 1995); BBC License Subsidiary L.P., FCC and FCC File No. BALCT-940928KF 95-364 (released August 18, 1995). Based on that holding, grant of this application, therefore, will not place Fox in FOX TELEVISION violation of the Commission©s national ownership rule, STATIONS INC. Section 73.3555(e) of the Rules, which limits a party to ownership and/or control of twelve television stations.3 Sec (Assignee) ond, in the recently concluded inquiry into Fox©s alien ownership, the Commission held that although Fox©s level For Assignment of of alien ownership exceeds the 25-percent statutory bench License of WTXF(TV), mark of Section 310(b), the unique equities of the case Philadelphia, Pennsylvania supported a determination that its ownership was in the public interest. See Fox Television Stations, Inc., FCC 95-188 (released May 4, 1995); Fox Television Stations, Inc., MEMORANDUM OPINION AND ORDER FCC 95-313 (released July 28, 1995). Accordingly, NBC©s concern that our action in this proceeding would "pre Adopted: August 14, 1995; Released: August 24,1995 judge and limit" our action in the alien ownership inquiry is moot. In sum, we find that NBC raises no substantial By the Commission: and material questions of fact so as to preclude grant of the application before us. 1. The Commission has before it an application seeking consent to the assignment of television station WTXF(TV), Task Force©s Petition to Deny Channel 29 (Fox), Philadelphia, Pennsylvania, from Para 3. The Task Force requests that the Commission: (1) mount Stations Group of Philadelphia Inc. (Paramount) to hold full evidentiary hearings on WTXF(TV)©s compliance Fox Television Stations Inc. (Fox). Because the Grade B with the Commission©s equal employment opportunity contour of WTXF(TV) overlaps with that of television sta (EEO) policy and rules during Paramount©s last renewal tion WNYW, Channel 5 (Fox), New York, New York, term; (2) seek clarification of an adverse adjudication in which is licensed to Fox, Fox also requests waiver of the volving Irwin Schloss, a former director on the board of duopoly rule, Section 73.3555(b) of the Commission©s Paramount©s immediate parent company, and appearing to Rules, which generally proscribes common ownership of relate, the Task Force alleges, "to fraud and misrepresenta two television stations whose Grade B contours overlap. tion"; (3) conduct a "public inquiry" into a judgment National Broadcasting Company, Inc. (NBC) and the Phila against Paramount affiliate Blockbuster Entertainment Cor delphia Lesbian and Gay Task Force (Task Fo©rce) each poration (Blockbuster), which, according to the Task filed a petition to deny the application, Paramount and Fox Force, "seems related to misrepresentation and fraud"; and separately opposed the petitions, and NBC replied. 1 (4) evaluate at a full evidentiary hearing the allegations of lack of candor raised against Fox in two other proceedings. NBC©s Petition to Deny 4. First, with respect to EEO matters, we note that all of 2. NBC essentially argued that Commission action in this the allegations raised by the Task Force in this proceeding proceeding might "prejudge and limit the Commission©s are nearly identical to those raised by the Task Force and option" in resolving two other sets of proceedings, one others in a joint informal objection against the renewal

1 On February 24, 1995, after the pleading cycle was com 3 Fox is currently the licensee of eleven television stations, but pleted, NBC requested dismissal of its petition. The affidavits currently has pending before the Commission an application to required under Section 73-3588 of the Commission©s Rules were sell one of those stations, WATL(TV), Atlanta, to Qwest Broad submitted. Accordingly, we dismiss the NBC petition, but we casting LLC. See BALCT-941214KH. On June 7, 1995, the Com remain obliged to consider the merits of that petition against mission granted Fox©s application for the acquisition of WGHP, the subject application. Booth American Company, 58 FCC 2d High Point, North Carolina, but Fox has not yet consummated 553, 554 (1976). Consequently, we do so below. that purchase. See BTCCT-950406KF. To insure compliance 2 The attribution issue is raised against applications seeking the with the Commission©s twelve-station rule, Section 73.3555(e), assignment of licenses of television stations in Green Bay, Wis we shall condition grant of the application here upon Fox©s consin, Mobile, Alabama. New Orleans, Louisiana, and Honolu consummation of the Philadelphia transaction only if it will not lu, Hawaii, from subsidiaries of Burnham Broadcasting result in its ownership of more than 12 television stations. Company L.P. to subsidiaries of the SavoyTFox joint venture. See File Nos. BALCT-941014LH, BALTT-941014LI, BALCT- 941031KF - KH, BALTT-941031KI, and BALCT-941031KJ - KK.

10963 FCC 95-360 Federal Communications Commission Record 10 FCC Red No. 21

application of WTXF(TV). See File No. BRCT-940401L3. prospectuses prepared by Blockbuster, and incorporated by Those allegations were fully addressed in that proceeding, reference in various filings with the Securities and Ex and the informal objection was denied. See Paramount change Commission (SEC), were false. Stations Croup of Philadelphia Inc., MMB, released March 7. In this proceeding, Viacom now suggests that the 16, 1995. Accordingly, we also deny here the Task Force©s Blockbuster merger into Viacom renders unwarranted any EEO-related allegations. further Commission examination of the litigation or its 5. Second, in two, since-granted, long-form applications impact on Viacom©s character qualifications because Block to which Paramount©s immediate parent company, Para buster no longer exists as an autonomous entity. Further, it mount Communications Inc. (Paramount Communica asserts that it reported the adjudication "out of an abun tions), was a party, it was reported that on July 10, 1989 dance of caution" even though the Blockbuster litigation is Marcus Schloss & Company, Inc. was convicted, in United the type of case "that need not be cited in FCC applica States of America v. Marcus Schloss & Company, Inc. and D. tions." The trial judge©s factual findings, Viacom contends, Ronald Yagoda, U.S.D.C. Southern District of New York, were made in support of the civil judgment for damages Docket No. 88-00796-01 (CSH)(1989), of one count of awarded to the plaintiff and not as an adjudication of violating 18 U.S.C. §371 (conspiracy) and of one count of securities law claims. "Importantly," Viacom adds, "the violating 15 U.S.C. §§78j(b), 78n(e) and 78ff (securities Securities and Exchange Commission has not raised any fraud). See File Nos. BALCT-930621KE (assignment of li question about whether any statements in the prospectus cense of WKBD(TV), Detroit, Michigan, to Paramount af might be false or misleading." filiate) and BTCCT-930921KG - KM (transfer of control of 8. In determining the character qualifications of broad licenses of all Paramount Communications stations to cast applicants, we consider "adjudications of both criminal Viacom Inc.).4 According to the applications, Irwin Schloss, and civil violations of law. . . in which a specific finding of then a director of Paramount Communications, was presi fraudulent representation to another governmental unit is dent of Marcus Schloss & Company, Inc., but he was not a made." Policy Regarding Character Qualifications in Broad named defendant in the litigation. Paramount states that cast Licensing, (1986 Character Policy Statement) 102 FCC since March 10, 1994, when Viacom Inc. assumed control 2d 1179, 1195-96, on reconsideration, 1 FCC Red 421 of Paramount Communications, Schloss ceased serving as a (1986), modified (1990 Character Policy Statement), 5 FCC director of Paramount Communications. In light of Red 3252 (1990), on reconsideration, 6 FCC Red 3448 Schloss© departure, therefore, his level of participation in (1991). Such adjudications also encompass those involving that misconduct, if any, is irrelevant and his impact on fraudulent statements contained in a filing furnished to a Paramount decision-making is moot. Thus, we decline the governmental unit, such as a prospectus submitted to the Task Force©s request to seek further clarification of this SEC or to one of its state counterparts. Fairness, however, litigation and find that it will not adversely affect Para- requires that we limit the scope of relevant adjudications to mount©s qualifications to assign the license for WTXF(TV). those in which the issue of fraudulent representation to 6. Third, in connection with two other, since-granted another governmental unit has been adequately raised and applications to which Paramount affiliates were party. thoroughly litigated. Thus, the adjudication must arise out Viacom Inc. (Viacom), the ultimate parent company of of a claim or cause of action pled by a plaintiff, a charge Paramount, notified the Commission, via letter of October brought by the state or federal government, or an inquiry 21, 1994, that Blockbuster had recently been merged into or proceeding initiated by a governmental agency directly Viacom and that Blockbuster had been a co-defendant in tied to statements in the securities filings. We believe this an adjudicated civil lawsuit.5 See File Nos. BALCT- construction of "adjudicated," for purposes of determining 940817KE (long-form assignment of license of WLFL(TV), a licensee©s character qualifications, will avoid giving un Raleigh. North Carolina from Paramount affiliate) and warranted effect to the dicta or incidental findings of fact BALH-940830GF and BAL-940830GE) (pro forma assign in a court©s or agency©s judgment or decision. ment of licenses of WJZW(FM), Woodbridge, Virginia, and 9. We find that the Blockbuster litigation does not con WCPT, Alexandria, Virginia from Viacom to a subsidiary). stitute a relevant adjudication. In the Blockbuster litigation, The plaintiffs in the suit, according to the Viacom letter, the court made 214 findings of fact, one of which was that asserted causes of action against Blockbuster for breach of Blockbuster "issued a prospectus which contained numer fiduciary duty, conspiracy, breach of contract and inten ous misrepresentations." Fraud or misrepresentation before tional interference with contract arising out of the August the SEC were not, however, among the claims pled by the 1989 acquisition by Blockbuster of the business operations plaintiff, whose causes of action were limited to breach of of two limited partnerships. Blockbuster, the letter report fiduciary duty, conspiracy, breach of contract and inten ed, was found to be jointly and severally ..liable for compen tional interference with contract. Rather, the finding was satory damages, interest and attorneys© fees of incidentally made to support the court©s conclusions of law approximately $14.8 million and separately liable for exem relating to the plaintiff©s claims. Accordingly, we are un plary damages of $36.3 million. Viacom also noted that the able to find that the issue of fraudulent representation was judge had determined that certain statements related to the adequately raised and thoroughly adjudicated in the Block acquisition of the two limited partnerships contained in buster litigation. The Blockbuster litigation, therefore, does not constitute an adjudicated fraudulent representation to a

4 Because of the earlier reporting of this adjudication. Para 5 The case is Charles D. Howell, in his capacity as the Trustee mount was not required to, and did not, report the adjudication of the Doug Howell Family Trust and Charles D. Howell, In on the application before us. An assignor need only specify dividually v. Blockbuster Entertainment Corporation, et al., Cause adverse findings made "(s|ince the filing of the assignor©s last No. 9M0193-M (Dist. Ct., Dallas County, Texas), removed to renewal application for the authorization being assigned or oth Cause No. 91CV1901-G (U.S. Dist. Ct., Northern Dist. of Texas), er application. . . ." FCC Form 314, Part I, Item 7. remanded to Texas State District Court.

10964 10 FCC Red No. 21 Federal Communications Commission Record FCC 95-360

governmental unit and was, therefore, not reportable. Thus, ing exhibit, Fox states that a total of 35 television stations,7 the Blockbuster case raises no substantial and material in addition to WTXF(TV) and WNYW(TV), serve all or questions of fact regarding Viacom©s basic qualifications part of the overlap area with a Grade B or better signal. Of and we deny the Task Force©s request that we conduct a these 35 over-the-air signals, notes Fox, 26 will be available "public inquiry" into the Blockbuster litigation, which, as to some of the overlap area, while no fewer than nine, pointed out by Viacom, has been appealed by the defen excluding WTXF(TV) and WNYW(TV), will be available to dants. any given portion of that area. With respect to the impact 10. Finally, with respect to the Task Force©s assertions on diversity and economic competition, Fox contends that regarding Fox©s alleged misrepresentations to the Commis because the two commonly owned stations are not direct sion, we note that those allegations reference issues raised competitors and because it will operate the stations in by the Caucus for Media Diversity in two other proceed response to the specific needs of their respective markets, ings: one involving Fox©s request for waiver of the broad grant of the waiver will not "in any way diminish the cast-newspaper cross-ownership rule for its WNYW-TV, diversity of local voices or economic competition in either New York, New York, and the New York Post; and one market." Further mitigating any adverse effects of the over involving the renewal of KTTV(TV), Los Angeles. Not only lap of the two stations, Fox argues, is the fact that neither have those allegations been fully addressed and denied by WTXF(TV) nor WNYW(TV) is the dominant station in its the Commission in the two separate proceedings, but the market, unlike the circumstances present in Capital Cities United States Court of Appeals for the District of Colum Communications, Inc., 59 RR 2d 451 (1985), which also bia Circuit has reviewed and affirmed both Commission involved a Philadelphia-New York combination, but with determinations. Fox Television Stations Inc., 8 FCC Red two dominant, VHP, ABC network-affiliated stations. 5341, denied on recon., 8 FCC Red 8744 (1993), aff'd sub 13. Finally, as for the "improvement" of service by nom. Metropolitan Council of NAACP Branches v. FCC, 46 WTXF(TV), Fox states that it will expand existing coverage F.3d 1154 (D.C. Cir. 1995), and Fox Television Stations by both WTXF(TV) and WNYW(TV) of topics, issues and Inc., 9 FCC Red 62 (1993), aff'd sub nom. Rainbow Broad events that influence or pertain to residents of central and casting, Inc. v. FCC, No. 94-1060 (D.C. Cir. March 20, southern New Jersey, particularly those viewers in Cam- 1995). Thus, the request by Task Force for a full den, a city, Fox maintains, that is one of the nations© evidentiary hearing with respect to Fox©s conduct is denied. poorest. The predominantly African-American population of that city, asserts Fox, is also "impoverished in terms of Request for waiver of duopoly rule media service" in that Camden has licensed to it no com 11. In support of its uncontested request for waiver of mercial television station and only two commercial radio the duopoly rule, Fox asserts that with respect to the stations. To fulfill that objective, Fox pledges that it will Philadelphia and New York markets, the Commission has establish a position for a New Jersey special reporter dedi "routinely" granted duopoly waivers. Specifically, Fox cites cated exclusively to coverage of issues and events pertaining the Commission©s approval of the five pairs of Philadel to Camden, which is located within the Grade A contour phia-New York television combinations, arguing that ap of WTXF(TV), and to central and southern New Jersey. proval of the waiver requests in each of those cases was The reporter will be utilized by both stations. Additionally, predicated upon the separate, highly competitive Philadel Fox represents that it will launch, within six months of phia and New York markets, the numerous alternative consummation of WTXF(TV), a weekly, 30-minute public television outlets in the overlap area, the advancement of affairs program covering topics of particular interest to diversity and economic competition, and the "continuation African-American and other minority residents of New or improvement of existing service." The factors justifying Jersey. The program, Fox states, will be broadcast on Sun waiver in those cases, Fox contends, are all present here. day mornings during the 8:00 a.m.-to-noon time period. 12. First, Fox argues that its WNYW(TV), New York, and 14. Other improvements Fox states that it intends to WTXF(TV) operate in the separate, competitive markets implement include upgrading WTXF(TV)©s existing trans ofPhiladelphia and New York, the nation©s fourth and first mitter system in order to improve coverage in metropolitan largest television markets, respectively. The overlap area, Philadelphia, exploring the feasibility of launching a daily comprising 5,266 square kilometers and 1.49 million per full-service morning news magazine program in the Phila sons, represents 23 percent of the area and 19% of the delphia market, and enhancing its newsgathering and news population of the Grade B contour of WTXF(TV), and 24 production. Fox concludes that not only will these efforts percent of the area and eight percent of the population of enhance diversity in Philadelphia and New Jersey, but they the Grade B contour of WNYW(TV). This overlap, asserts will also result in public interest benefits "comparable in Fox, is "within the range" of those in previous Philadel scope and significance" to those relied upon by the Com phia-New York waiver cases and contains "an abundance" mission in Capital Cities, 59 RR 2d at 459, in which the of competitive television services. Based upon its engineer applicant pledged to "enhance" the existing news capabil-

5 The combinations are: (1) CBS©s ownership of WCAU(TV), United Church of Christ v. FCC, 911 F.2d 803 (D.C. Cir. 1990); Philadelphia, and WCBS(TV), New York, grandfathered in Mul (4) MCA©s 20% interest in WGBS-TV, Philadelphia, and owner tiple Ownership of Standard, FM and Television Broadcast Sta ship of WWOR-TV, Secaucus, New Jersey, granted in Channel tions, 45 FCC 1476, 1486, 1488 (1964); (2) ABC©s ownership of 33, Inc., 4 FCC Red 7674 (1988); and (5) Tribune©s ownership of WPVI-TV, Philadelphia, and WABC-TV, New York, granted in WPHL-TV, Philadelphia, and WPIX(TV), New York, granted in Capital Cities Communications, Inc., 59 RR 2d 451 (1985); (3) Taft Broadcasting Limited Partnership, 1 FCC Red 2854 (1992). Home Shopping Network©s ownership of WSKT-TV, Vineland, 7 Of the 35 television stations, 23 are commercial and 12 are New Jersey, and WWHT(TV), Newark, New Jersey, granted in noncommercial. Silver King Broadcasting of Vineland, Inc., 2 FCC Red 324 (1986), recon. denied sub nom. Press Broadcasting Co., 3 FCC Red 6640 (1988), affd sub nom. Office of Communications of

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ity, in H&C Communications, Inc., 9 FCC Red 144, 146 Taft Broadcasting, 7 FCC Red at 2855 (34 television signals (1993), in which the applicant proposed to expand existing available in overlap area); Channel 33, 4 FCC Red at 7678 local news programming, and in Taft Broadcasting Partners (22 television signals available); Silver King, 2 FCC Red Limited Partnership, 1 FCC Red 2854, 2855 (1992), in 324, 324 (1986) recon. denied sub nom. Press Broadcasting which the applicant proposed an "increase in resources Co., 3 FCC Red 6640 (1988), aff'd sub nom. Office of dedicated to local programming." Communications of United Church of Christ v. FCC, 911 15. In adopting the duopoly rule©s fixed standard of F.2d 803 (D.C. Cir. 1990)(25 television signals available); prohibiting overlap of Grade B service contours, the Com and Capital Cities, 59 RR 2d at 461 n.17 (32 television mission also acknowledged the need for "flexibility" in that signals available). Moreover, all viewers in the overlap area rule©s application, noting that waivers should be granted will have available the Grade B or better signals of eleven where rigid conformance to the rule would be "inappropri television stations. Such a tally does not take into account ate." Multiple Ownership of Standard, FM and Television the plethora of other broadcast and nonbroadcast media Broadcast Stations (Multiple Ownership), 45 FCC 1476, 1476 available in the WTXF(TV)-WNYW(TV) overlap area. As n.l, recon. granted in part, 3 RR 2d 1554 (1964). To that for the separateness of the markets, the Commission has end, the Commission has developed a set of factors to be previously determined that the Philadelphia and New York considered when evaluating an applicant©s request for waiv markets are distinct, each with its own "unique service er of the duopoly rule, including the extent of the overlap, needs . . . ." See, e.g., Taft Broadcasting, 7 FCC Red at the number of media voices available in the overlap area, 2855. the distinctness of the respective markets, the independence 18. Finally, with respect to the public interest benefits of the stations© operations, and the concentration of eco proposed, we have, as Fox asserts, found programming nomic power resulting from the combination. See, e.g., commitments to be a factor weighing in favor of grant of a Iowa State University Broadcasting Corporation, 9 FCC Red duopoly waiver. H&C Communications, 9 FCC Red 144, 481, 487-88 (1993), aff'd sub nom. lowans for WOI-TV, Inc. 146 (1993). However, contrary to Fox©s suggestion that the v. FCC, 50 F.3d 1096 (D.C. Cir. 1995); H&C Communica Commission has "routinely" granted waiver requests in tions, 9 FCC Red at 146. After weighing the factors, the volving the Philadelphia and New York markets, which Commission considers any public interest benefits pro result in a large overlap area, we note that the Commission posed by the applicant to determine whether, in light of has relied upon the applicant©s pledge to expand its pro the overlap, the benefits outweigh any detriment which gramming and physical presence in New Jersey and Dela may occur from grant of the waiver. See, e.g., Iowa State ware, see Capital Cities, 59 RR 2d at 464-65, or upon the University, 9 FCC Red at 487-88. sought-after station©s financial/bankrupt status, e.g., Taft 16. Applying those factors here, we observe first that Broadcasting, 1 FCC Red at 2585, Channel 33, Inc., 4 FCC although the overlap of the Grade B contours of Red at 7674. In this case, Fox does not argue that WTXF(TV) and WNYW(TV) is not minimal, nor is it so WTXF(TV) is struggling financially, but it does pledge that large as to require a finding that the Philadelphia station it will dedicate a news reporter to cover the New Jersey and the New York station "serve substantially the same and Camden areas for both stations and will broadcast a area." See Capital Cities, 59 RR 2d at 465 (quoting WTAR 30-minute program on WTXF(TV) each week devoted to Radio-TV Corp., 31 FCC 2d 812, recon. denied, FCC topics of interest to African-American and other minority 70-1251, released December 7, 1970). Further, the overlap residents of New Jersey. area in this case is consistent with that in other duopoly 19. We find that the public interest proposal set forth by cases involving the Philadelphia and New York markets. the applicant in Capital Cities was more considerable than See, e.g., Channel 33, Inc., 4 FCC Red 7674, 7677 the one offered here by Fox.8 However, in addition to the (1988)(overlap area represents 16% of the population lo traditional duopoly waiver factors, we acknowledge, as we cated in the Grade B contour of the Philadelphia station did in Station Partners, FCC 95-304 (released July 24, and 6% of the population located in the Grade B contour 1995), the unique nature of the combined markets of of the New York station); Capital Cities, 59 RR 2d at 461 Philadelphia and New York City. The geographic proxim n.l7 (overlap area represents 24.7% of the population lo ity of the two markets is unmatched by any other combina cated in the Grade B contour of the Philadelphia station tion in the nation©s top fifteen markets.9 yielding an expan and 12.4% of the population located in the Grade B con sive array of television signals in the overlap area of the tour of the New York station). Grade B contours of a television station in the Philadelphia 17. Collectively, viewers residing in the market, the nation©s fourth largest, and a television station WTXF(TV)-WNYW(TV) overlap area have available 35 in the New York City market, the nation©s largest. This other broadcast television Grade B or better signals, more proximity renders unavoidable a conflict with the Commis than have been available to similarly situated viewers in sion©s duopoly rule for an applicant seeking to own and any other waiver request before the Commission, including operate a television station in each of these separate and those in the commensurately large overlap area of other distinct markets. 10 The presence of this additional factor, Philadelphia and New York television stations. See, e.g., the uniqueness of the combined markets, in conjunction

8 In Capital C.ities, the applicant proposed to open an auxiliary land-San Jose, Boston, Washington, Dallas-Fort Worth, Detroit, studio in Delaware, to convert the news bureau in Trenton, Atlanta. Houston, Seattle-Tacoma, Cleveland, Minneapolis-St. New Jersey to an auxiliary studio, to open news bureaus in Paul, and Tampa-St. Petersburg-Sarasota. Atlantic City, New Jersey and Harrisburg, Pennsylvania, and to 10 Indeed, with grant of this application, not only will Fox open an ABC network news bureau in Philadelphia. 59 RR 2d hold owned and operated stations in these two markets, but so at 459, 465. will ABC, see Capital Cities, 59 RR 2d 451, and Home Shopping 9 The top 15 markets, from largest to smallest, are: New York Network, see Silver King, 2 FCC Red 324. NBC, which now City, Los Angeles, Chicago, Philadelphia, San Francisco-Oak owns and operates a New York station, was recently granted

10966 10 FCC Red NO. 21 Federal Communications Commission Record FCC 95-360 with Fox©s showings with respect to our traditional duopoly waiver factors discussed above, and its tangible public inter est proposals, tilt the balance of interests in favor of grant ing waiver of the duopoly rule in this case. 20. In conclusion, we conclude that the benefits realized from waiving the duopoly rule outweigh any detrimental effects caused by the signal overlap. See Multiple Ownership Rules, 2 RR 2d at 1476-77. We emphasize, however, that our acknowledgement here of the uniqueness of the Phila delphia and New York markets does not signify that we will routinely grant waivers for those markets. Rather, we expect that in addition to satisfying the several factors evaluated in a duopoly waiver request, the applicant will offer concrete public interest benefits, such as expanded and quantifiable local or public affairs programming and/or an increased and substantial physical presence in an underserved area, see, e.g., Capital Cities, 59 RR 2d 451. Thus, on the basis of Fox©s representations, which we expect will be fully executed, we find that waiver of the duopoly rule in this case is in the public interest and consistent with the objectives of the duopoly rule, to foster diversity and economic competition. See Multiple Owner ship Rules, 2 RR 2d at 1476-77. 21. We further find that the applicants are fully qualified and that a grant of this application would serve the public interest, convenience and necessity. Accordingly, IT IS OR DERED that the petition to deny filed by NBC, IS DIS MISSED; and that the petition to deny filed by the Task Force IS DENIED. 22. IT IS FURTHER ORDERED that the request of Fox for waiver of the duopoly rule, Section 73.3555(b), to permit common ownership of television stations WTXF(TV) and WNYW(TV), IS GRANTED; and that the application for consent to the assignment of license for WTXF(TV) from Paramount Stations Group of Philadel phia Inc. to Fox Television Stations Inc., BALCT- 940928KF, IS GRANTED, subject to the condition that the transaction underlying this application not be consummat ed unless acquisition by Fox of WTXF(TV) is consistent with the Commission©s national ownership cap of twelve stations, Section 73.3555(e) of the Commission©s Rules.

FEDERAL COMMUNICATIONS COMMISSION

William F. Caton Acting Secretary

authority to acquire WCAU(TV), Philadelphia, formerly li censed to CBS. See Station Partners, FCC 95-304 (released July 24, 1995).

10967