In re Citadel Broadcasting Co.
| Decision Date | 04 April 2007 |
| Docket Number | BRH-20030801AXL,BRH-20060131AJN,BR-20051201BSC,BRH-20051201BBH,FCC File BRH-20030801BMZ,BRH-20051201BVH,BRH-20051201AYK,BRH-20051128ALJ,BRH-20051128AMI,BR-20060131AJH,BRH-20051128ALT,BRH-20051201BAD,BRH-20060131AJB,BR-20060131AJJ,BR-20051201BVR,BRH-20060131AJP |
| Court | Federal Communications Commission Decisions |
| Parties | In the Matter of Citadel Broadcasting Company For Renewal of Licenses for Stations WWWZ(FM), Summerville, South CarolinaWLXC(FM), Lexington, South Carolina WQGN-FM, Groton, Connecticut WXLM(FM), Stonington, Connecticut WSUB(AM), Groton, Connecticut WPRO(AM), Providence, Rhode Island WPRO-FM, Providence, Rhode Island WSKO(AM), Providence, Rhode Island WSKO-FM, Wakefield-Peacedale, Rhode Island WWKX(FM), Woonsocket, Rhode Island WWLI(FM), Providence, Rhode Island WYOS(AM), Binghamton, New York WAAL(FM), Binghamton, New York WHWK(FM), Binghamton, New YorkWNBF(AM), Binghamton, New York WWYL(FM), Chenango Bridge, New York Existing Shareholders of Citadel Broadcasting Corporation and of The Walt Disney Co. (Transferors) and Shareholders of Citadel Broadcasting Corporation and of The Walt Disney Co. (Transferees) For Consent to Transfers of Control Citadel Broadcasting Company (Assignor) and The Last Bastion Station Trust, LLC (Assignee) For Consent to Assignment of Licenses NAL/Acct. No. MB200741410292 FRN: 0001595214 Facility ID Nos. 61278, 37200, 10455, 60251, 10454, 64843, 64841, 64840, 4376, 65198, 64838, 7921, 7920, 72373, 72372, 7663 BTC-20060228ACC, et al., BTC-20060228ABG, et al., BTCH-20060228ABM, et al., BTC-20060228ABR, et al., BTC-20060228ABU-ABV, BTC-20060228ABX, et al., BTC-20060228ACA, et al., BTC-20060228AKZ, BTC-20060228ALA, BTCH-20060228ALB-ALC, BTCH-20060228ABK, et al., BTCH-20060314ADW, BTCH-20060606AAF BALH-20060228ALE-ALO |
Adopted: March 22, 2007
By the Commission: Commissioners Copps, Adelstein and McDowell issuing separate statements.
1. Red Wolf's Standing...……………………………………………..…….. 8
2. Misrepresentation Issue………………………………………………….. 10
3. Sponsorship Identification Issues………………………………………... 19
4. Tower Fencing and Lighting Issues……………………………………… 23
5. Public Inspection File Issues…………………………………………….. 31
6. Conclusion…………………………………………………………… ...... 36
C. WWWZ(FM), SUMMERVILLE, SOUTH CAROLINA………………………….... 43
D. WLXC(FM), LEXINGTON, SOUTH CAROLINA………………………………... 47
APPENDIX – Citadel and Disney Stations Subject to Transfers and Assignments
1. The Commission has under consideration the above-captioned transfer applications (the "Merger Applications") for consent to a proposed merger by which Citadel Broadcasting Corporation ("Citadel") would acquire 24 radio stations currently licensed to subsidiaries of ABC Chicago Radio Holdings, Inc. ("ABC Radio"), which is, in turn, a subsidiary of The Walt Disney Co. ("Disney").[1] In exchange, Citadel would issue stock to the current shareholders of Disney, resulting in a transfer of an approximately 57% interest in Citadel to those shareholders and a corresponding dilution of the aggregate interests of the existing Citadel shareholders from 100% to approximately 43% of the post-merger entity. Accordingly, the transaction contemplates a transfer of de jure control of the 225 full-power radio stations currently licensed to Citadel's subsidiary, Citadel Broadcasting Company ("Citadel Broadcasting") to the current Disney shareholders.[2] In addition, notwithstanding the transfer of de jure control of Citadel to the Disney shareholders, because the stock held by the Disney shareholders is widely held, Theodore J. Forstmann, through various partnerships (collectively, "Forstmann Little"), which currently owns a majority of Citadel's outstanding stock, will exercise de facto control over the stations licensed to Citadel and its subsidiaries, including the 24 stations now licensed to subsidiaries of ABC Radio.[3] The Merger Applications are the subject of a petition to deny, which, for the reasons discussed below, we deny.
2. Because the proposed transaction involves a greater-than-50% change in the stock ownership of Citadel and a transfer of control of the 24 ABC Radio stations, the parties have sought Commission approval of a substantial change in ownership, requiring "long-form" applications pursuant to Section 309(c)(2)(B) of the Communications Act of 1934, as amended (the "Act"), and Section 73.3540 of the Commission's Rules (the "Rules").[4] Accordingly, the transfer of control of Citadel Broadcasting will terminate that licensee's ability to maintain certain grandfathered ownership interests that do not comply with the Commission's current radio ownership rule.[5] To resolve this issue, Citadel Broadcasting also has filed the captioned application for consent to its proposed assignment of its licenses for 11 radio stations in seven markets to a trust that is insulated from its control in accordance with our insulation criteria (the "Trust Application").
3. The long-form status of this transaction also requires us to address Citadel Broadcasting's pending applications for license renewal as a prerequisite to approving the transfer of control or assignment of those stations.[6] Of the stations to be involved in the proposed transaction, many do not have such applications pending. Those that have pending renewal applications are addressed herein. Each of these applications is the subject of a petition to deny and/or discloses a failure by Citadel Broadcasting to have maintained certain quarterly station issues/programs lists for public inspection. As discussed below, we propose forfeitures against Citadel Broadcasting for its willful and repeated violations of Section 73.3526 of the Rules[7] in the total amount of $21, 000, and grant the renewal applications for these Citadel Broadcasting stations captioned above and otherwise deny the petitions to deny.
4. We also grant the Merger Applications and the Trust Application, subject to the condition that Citadel Broadcasting divest the 11 radio station licenses specified in the Trust Application to the insulated trust prior to or simultaneously with the consummation of the transfer of control of Citadel Broadcasting.
5. In evaluating an application for license renewal, the Commission's decision is governed by Section 309(k) of the Act.[8] That Section provides that we are to grant the application if, upon consideration of the application and pleadings, we find that, with respect to the station that is the subject of the renewal application, during the preceding term of the station's license: (1) the station has served the public interest, convenience, and necessity; (2) there have been no serious violations of the Act or the Rules; and (3) there have been no other violations which, taken together, constitute a pattern of abuse.[9] If, however, the licensee fails to meet that standard, the Commission may deny the application – after notice and opportunity for a hearing under Section 309(e) of the Act – or grant the application "on terms and conditions that are appropriate, including a renewal for a term less than the maximum otherwise permitted."[10]
6. On March 1, 2006, Red Wolf Broadcasting Corporation ("Red Wolf") filed a Petition to Deny the captioned renewal applications of Citadel Broadcasting for Stations WQGN-FM and WSUB(AM), Groton, Connecticut; WXLM(FM), Stonington, Connecticut; WPRO(AM), WPRO-FM, WWLI(FM) and WSKO(AM), Providence, Rhode Island; WSKO-FM, Wakedale- Peacedale, Rhode Island; and WWKX(FM), Woonsocket, Rhode Island.[11] For the reasons discussed below, we grant the March 1 Petition to the extent noted and otherwise deny it.
7. We also address disclosures made by Citadel Broadcasting in its license renewal applications for Stations WSKO(AM), WPRO(AM) and WPRO-FM, Providence, Rhode Island and WSKO-FM, Wakefield-Peacedale, Rhode Island, that, during each station's current license term, its public inspection file was missing certain quarterly issues and programs lists. Based on our review of the facts and circumstances surrounding these applications, we conclude that Citadel Broadcasting has willfully and repeatedly violated Section 73.3526 of the Rules at these stations and at Stations WQGN-FM and WSUB(AM), Groton, Connecticut, for which we propose a forfeiture in the amount of $10, 000. For the reasons discussed below, we conclude that, notwithstanding these violations, the grant of the renewal applications for the Connecticut and Rhode Island stations would be consistent with the public interest.
1. Red Wolf's Standing
8. Red Wolf claims to have standing to file its March 1 Petition because its stations, WBMW(FM), Ledyard, Connecticut, and WWRX(FM), Pawcatuck, Connecticut, compete in the New London Connecticut, market with Citadel Broadcasting's three captioned Connecticut stations, WQGN-FM, WXLM(FM), and WSUB(AM).[12] Red Wolf also represents that John J. Fuller, its sole shareholder, who lives in the New London area, is a regular listener of Citadel Broadcasting's other captioned stations that are the subject of the Petition, which are located in the Providence, Rhode Island, radio market, and thus has standing...
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