PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 12Th STREET, S.W
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PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 12th STREET, S.W. WASHINGTON, D.C. 20554 DA 02-733 News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet: http://www.fcc.gov ftp.fcc.gov MEDIA BUREAU ACTION March 29, 2002 AT&T CORP. AND COMCAST CORP. SEEK FCC CONSENT FOR A PROPOSED TRANSFER OF CONTROL MB DOCKET NO. 02-70 Petitions/Comments due: April 29, 2002 Oppositions/Responses due: May 14, 2002 Beginning on February 28, 2002,1 the Commission received applications requesting consent to transfer to AT&T Comcast Corporation, a Pennsylvania corporation (“AT&T Comcast”), control of (1) licenses and authorizations held by the subsidiaries and affiliates of Comcast Corporation (“Comcast”) and (2) certain licenses and authorizations held by the subsidiaries and affiliates of AT&T Corp. (“AT&T,” and collectively with Comcast, the “Applicants”) associated with AT&T’s broadband division. These applications were filed pursuant to Sections 214 and 310(d) of the Communications Act of 1934, as amended. The proposed transfer of control will result from the spin-off of AT&T Broadband Corp. (“AT&T Broadband”), a holding company for AT&T’s broadband division, to AT&T’s shareholders, and the subsequent merger of AT&T Broadband and Comcast into wholly-owned subsidiaries of AT&T Comcast. After the merger is consummated, existing AT&T shareholders will hold 53 percent of the economic interest and between 54 and 58 percent of the voting interest of AT&T Comcast; existing Comcast shareholders will hold 41 percent of the economic interest and between 3 and 7 percent of the voting interest of AT&T Comcast; and Brian L. Roberts will directly or indirectly hold 1 percent of the economic interest and 33 percent of the voting interest of AT&T Comcast. AT&T Broadband is a major provider of cable television service, serving 13.44 million customers through cable systems in which AT&T Broadband holds more than a 50 percent interest. AT&T Broadband also holds a 50 percent or less interest in cable systems serving in the aggregate 16,585,000 additional customers. The latter group includes AT&T Broadband’s 25.51 percent limited partnership 1 On February 28, 2002, the Applicants filed a Public Interest Statement and associated applications for consent to the transfer of control of certain licenses and authorizations. On various subsequent dates, up to and including March 26, 2002, the Applicants filed additional, related transfer of control applications, re-filed certain applications, and filed supplemental information or amendments to the applications to make them acceptable for filing. 1 interest in Time Warner Entertainment, which serves 12.8 million cable subscribers on systems that it owns or manages. AT&T Broadband also provides cable modem services and cable telephony services and holds attributable interests in certain national and regional video programming services. Comcast also is a major provider of cable television service, serving 8,481,500 million subscribers through cable systems in which it holds an attributable interest. Additionally, it holds a general partnership interest in high-speed Internet access service, electronic commerce, video programming and other services. Comcast offers a number of services that it characterizes as “interactive TV services,” provides telephone service to over 40,000 customers, and offers integrated broadband communications services to over 4,000 business and governmental customers. Additionally, Comcast holds attributable interests in several regional and national video programming networks, and owns various sports teams and arenas. The Applicants assert that the proposed transaction will accelerate the deployment of facilities- based broadband and cable telephony services, as well as digital video services. The Applicants submit that this will occur because the greater scale and scope economies, cost savings, and financial standing that the combined company would better enable it to make new investments in these technologies and services. The Applicants also assert that the combined company would be in a better position to leverage AT&T Broadband’s expertise in providing cable telephony on the Comcast cable systems. Interested parties may file comments or petitions to deny the applications no later than April 29, 2002. Oppositions or responses to these comments and petitions may be filed no later than May 14, 2002. Given recent changes in the mail delivery process, we strongly urge commenters and petitioners to use the Commission’s Electronic Comment Filing System (ECFS). Procedures for filing through ECFS are described below in the “General Information” section. For administrative convenience, the various applications listed in the Attachment below have been consolidated into one general docket. All filings regarding any aspect of the proposed merger should reference the docket assigned to this proceeding, MB Docket No. 02-70. EX PARTE STATUS OF THIS PROCEEDING Because this proceeding involves broad public policy issues, the proceeding will be treated as “permit but disclose” for purposes of the Commission’s ex parte rules. See generally 47 C.F.R. §§ 1.1200- 1.1216. Should circumstances warrant, this proceeding or any related proceeding may be designated as restricted. Under “permit but disclose” procedures, ex parte presentations will be governed by the procedures set forth in Section 1.1206 of the Commission’s rules applicable to non-restricted proceedings.2 Parties making oral ex parte presentations are directed to the Commission’s statement re- emphasizing the public’s responsibility in permit-but-disclose proceedings and are reminded that memoranda summarizing the presentation must contain the presentation’s substance and not merely list the 2 An ex parte presentation is any communication (spoken or written) directed to the merits or outcome of a proceeding made to a Commissioner, a Commissioner’s assistant, or other decision-making staff member, that, if written, is not served on other parties to the proceeding or, if oral, is made without an opportunity for all parties to be present. 47 C.F.R. § 1.1201. 2 subjects discussed.3 More than a one or two sentence description of the views and arguments presented is generally required. See 47 C.F.R. § 1.1206(b)(2), as revised. Other rules pertaining to oral and written presentations are set forth in Section 1.1206 (b) as well. We urge parties to use ECFS to file ex parte submissions. See “General Information” section below. TRANSFER OF CONTROL APPLICATIONS AT&T and Comcast’s consolidated application includes the Commission authorizations and licenses listed in the Attachment below. They are separated by the type of authorization or license, and, within each category, listed by licensee name, application or ULS file number, call sign or lead call sign (for ULS filings), and/or other service-specific information, as appropriate. Interested parties should refer to the transfer of control applications for a more detailed listing of the authorizations or licenses. Each of the Applicants’ subsidiaries or affiliates may hold multiple authorizations or licenses of a particular type. Parties should be aware that additional applications may have to be filed to identify any additional authorizations involved in this transaction. AT&T and Comcast have requested that, given the ongoing regulatory activity of both AT&T and Comcast, including the need for these parties to file applications with the Commission during the period in which this transfer of control will remain pending, “the Commission’s grant of its consent to the transfer of control of these licensees and authorizations include the authorization for AT&T Comcast to acquire control of: (1) any authorizations issued to Comcast or any subsidiaries or affiliates, or to AT&T or any of its affiliates to the extent such authorizations are related to AT&T Broadband’s business, during the Commission’s consideration of the transfer of control applications and the period required for the consummation of the transaction following approval; (2) construction permits held by licensees involved in this transfer of control that mature into licenses after closing and that may have been omitted from the transfer of control applications; and (3) applications that will have been filed by such licensees and that are pending at the time of consummation of the proposed transfer of control.” The applicants contend that this action would be consistent with prior decisions of the Commission. GENERAL INFORMATION The applications for transfer of control of the licenses and authorizations referenced herein have, upon initial review, been accepted for filing. (Note: the applications referenced herein do not necessarily match those listed in Appendix 2 of the applicants’ Public Interest statement.) The Commission reserves the right to return any applications if, upon further examination, they are determined to be defective and not in conformance with the Commission’s rules, regulations, or policies. Final action will not be taken on the applications earlier than 31 days following the date of this Notice. Interested parties may file pleadings as indicated above regarding the applications. Parties are encouraged to file comments using ECFS. See Electronic Filing of Documents in Rulemaking Proceedings, 63 Fed. Reg. 24,121 (1998). Comments filed through the ECFS can be sent as an electronic file via the Internet to <http://www.fcc.gov/e-file/ecfs.html>. Generally, only one copy of an electronic submission must be filed. In completing the transmittal screen, commenters should include their full name, Postal Service mailing address, and the applicable docket or rulemaking number. Parties may also submit an electronic comment by Internet e-mail. To receive filing instructions for e-mail comments, commenters should send an e-mail to [email protected], and should include the following words in the body of the message, “get form <your e-mail address>.” A sample form and directions will be sent in reply. 3 See Commission Emphasizes the Public’s Responsibilities in Permit-But-Disclose Proceedings, Public Notice, FCC 00-358, 15 FCC Rcd 19945 (2000).