Federal Communications Commission FCC 14-7
Before the
Federal Communications Commission
Washington, D.C. 20554
In the Matter of
Shareholders of Tribune Company,
Transferors
and
Sam Zell, et al.
Transferees
For Consent to the Transfer of Control of
The Tribune Company
and
Applications for the Renewal of License of
KTLA(TV), Los Angeles, California, et al.
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MB Docket No. 07-119
File Nos. BRCT-20060811ASH, et al.
MEMORANDUM OPINION AND ORDER ON RECONSIDERATION
Adopted:  January 29, 2014 Released: January 30, 2014
By the Commission:
I. INTRODUCTION
1. The  Commission has before it petitions for reconsideration of a decision granting the 
applications to transfer control of Tribune Company and its licensee subsidiaries
1
from its former 
shareholders to Sam Zell, The Tribune Employee Stock Ownership Plan (“ESOP Plan”) as implemented 
through the Tribune Employee Stock Ownership Trust (“Tribune Trust”), and EGI-TRB, LLC (“EGI-
TRB”).
2
  In that decision (“Tribune I”), the Commission also granted the broadcast license renewal 
applications filed by Tribune for four of its stations.
3
  A petition for reconsideration was filed jointly by 
the United Church of Christ, the Media Alliance, and Charles Benton (“UCC/MA”), and a petition was 
filed by the International Brotherhood of the Teamsters (“Teamsters”).  Oppositions were filed by 
Tribune and the Zell Group.  Replies were filed by UCC/MA and by the Teamsters.  For the reasons 
stated below, we grant UCC/MA’s petition for reconsideration with respect to standing, and in all other 
respects we deny the petitions for reconsideration.
                                                     
1
Shareholders of Tribune Company, Memorandum Opinion and Order, 22 FCC Rcd 21266 (2007) (“Tribune I” or 
“MO&O”).  A list of the licenses to be transferred is attached as Exhibit 1.  
2
Zell, the ESOP Plan, the Tribune Trust and EGI-TRB will be collectively referred to as the Zell Group.
3
Those stations are WPIX(TV), New York, New York; WTIC-TV, Hartford, Connecticut; WCCT-TV, Waterbury, 
Connecticut; and KTLA(TV), Los Angeles, California.  
Federal Communications Commission FCC 14-7
2
II. BACKGROUND 
2. In a set of applications filed on May 1, 2007, the Applicants state that the ESOP Plan has
been established to provide Tribune employees with an equity interest in the company by investing 
primarily in Tribune company stock.
4
  They go on to state that the ESOP Plan has an effective date of 
January 1, 2007, and is intended to be a qualified employee benefit plan under Section 401(a) of the 
Internal Revenue Code and an employee stock ownership plan within the meaning of Section 4975(e)(7) 
of that code.
5
  The stated purpose of the ESOP Plan is to invest in Tribune stock and to hold that stock for 
the benefit of the Tribune employees participating in the plan.
3. According to the applications, the ESOP Plan is made up of: (1) the plan document, 
which is included in the applications; (2) the plan committee, which determines the eligibility and 
entitlement to benefits of Tribune employees under the terms of the plan and which has a fiduciary 
obligation to act in the interest of employee participants; (3) the Tribune Trust, which holds title to the 
stock and whose trustee has a fiduciary obligation to hold and vote the stock placed in the ESOP Plan in 
accordance with the interests of the employee participants; and (4) the participating employees.
6
The 
applications state that, following the transfer and its associated transactions, Zell will be chairman of the 
board of Tribune.
7
4. In connection with the applications, the Transferees requested temporary waivers of the 
newspaper/broadcast cross-ownership (“NBCO”) Rule to permit, pending the outcome of the Media 
Ownership Proceeding, the common ownership of:
? KTLA(TV), Los Angeles, California, and the Los Angeles Times (“LA Times”),
? WPIX(TV), New York, New York, and Newsday,
8
? WGN-TV and WGN(AM), Chicago, Illinois, and The Chicago Tribune,
? WSFL(TV), Miami, Florida, and the Ft. Lauderdale South Florida Sun-Sentinel, and
? WTIC-TV, Hartford, Connecticut, WCCT-TV, Waterbury, Connecticut, and the Hartford 
Courant.
9
In their petition to deny, UCC/MA opposed the waiver requests.
10
The Media Institute, Gannett, and the 
Newspaper Association of America supported the waiver request.
5. The Commission denied the requested waivers in all markets except Chicago and 
required the Transferees to come into compliance with the NBCO Rule, in all markets except Chicago, 
                                                     
4
See, e.g., Exhibit 5 to Application for Transfer of Control of WPIX(TV), New York, New York.  Exhibit 5 is 
identical in all of the transfer applications.  Exhibit 6, which is also identical in all of the applications, contains the 
Agreement and Plan of Merger, the Securities Purchase Agreement, the ESOP Purchase Agreement and the 
documents setting up the ESOP Trust.  Copies of all of the applications are part of MB Docket 07-119.
5
Exhibit 5 at 3.
6
Id.
7
Id. at 4.
8
The applicants’ original waiver for WPIX(TV) also sought permission for the continued cross-ownership of the 
Stamford, Connecticut, Advocate, and the Greenwich, Connecticut, Greenwich Times and WPIX(TV).  On 
November 21, 2007, the applicants filed an amendment stating that they had consummated the sale of the Advocate
and the Greenwich Times to the Hearst Corporation.
9
The Transferees also sought, and received, a failing station waiver to permit continued ownership of both WTIC-
TV and WCCT-TV.  22 FCC Rcd at 21279–81.
10
Free Press and Findlay Publishing submitted letters stating that they are opposed to the NBCO waivers.  The 
Commission treated those letters as informal objections.
Federal Communications Commission FCC 14-7
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where it granted a permanent waiver.
11
  The Commission justified the permanent waiver in part because 
the “uniquely long-term symbiotic relationship between [Tribune’s] broadcast stations” and the Chicago 
Tribune had created “important sources of quality news and public affairs programming in the Chicago 
market” that, because of the particular circumstances of that market, might be harmed as a result of forced 
divesture.
12
  Were this not enough to show that the purpose of the rule — “enhancing diversity in 
programming service to the public”
13
—would be disserved by divestiture, the Commission also 
recognized that, given the nature of Chicago’s modern media market (the third largest in the country), 
“any detriment to diversity caused by common ownership” would be “negligible.”
14
6. In the MO&O, the Commission also ruled that UCC had not demonstrated that it had 
standing to file a petition to deny against any of the transfer applications other than those for WSFL(TV), 
Miami, Florida, and WPIX(TV), New York, New York, and that MA had failed to demonstrate that it had 
standing to file against any of the transfer applications.
15
  The basis for this ruling was that the petitioners 
had failed to submit the required affidavits.
16
  Nonetheless, because of the serious policy considerations in 
this proceeding, the Commission considered the issues raised by the petitioners in its decision.
17
7. In addition, in the MO&O the Commission ruled that the Transferee’s proposed 
organizational structure complied with the Commission’s rules and that any additional review of that 
structure to determine whether it could be modified to more fully promote the public interest was both 
inappropriate under the Communications Act of 1934, as amended,
18
and unwarranted.
19
8. In their petition for reconsideration, UCC/MA challenge the ruling on standing, stating 
that it is inconsistent with past Commission practice.
20
In addition, they challenge the decision to grant
the permanent waiver of the NBCO Rule in the Chicago market and the actions regarding Tribune’s 
                                                     
11
In the case of the other stations, the Commission required Tribune to come into compliance with the NBCO Rule 
either by selling the non-compliant properties or placing them in a divestiture trust within 6 months of the date of the 
MO&O.  In the event that the Transferees challenged the decision in court, the Commission granted a temporary 
waiver for either two years or until six months after the conclusion of the litigation, whichever would be longer.  
The Commission also recognized that the NBCO Rule was under review at that time.  The Commission stated that if 
the rule was revised before January 1, 2008, the Transferees would have two years to come into compliance with the 
rule as revised.  If the rule was not revised, the Transferees were bound by the 6-month time limit.  In the renewal 
applications for WPIX(TV), KTLA(TV), WCCT-TV, and WTIC-TV, Tribune had sought waivers of the NBCO 
Rule for the newspaper/broadcast combinations in those markets.  The Commission denied the requested waivers, 
but granted the renewal applications subject to divestiture conditions which tracked those set out in the context of 
the transfer applications.
12
22 FCC Rcd at 21277–78.
13
Amendment of Sections 73.34, 73.240, and 73.636 of the Commission’s Rules Relating to Multiple Ownership of 
Standard, FM, and Television Broadcast Stations, Second Report and Order, 50 FCC 2d 1046, 1079 (1975) (“1975 
Order”), aff’d sub nom., FCC v. Nat’l Citizens Comm. for Broad., 436 U.S. 775 (1978)
14
22 FCC Rcd at 21277-78.
15
Id. at 21268-69.
16
Id. at 21269.
17
Id.
18
47 U.S.C. § 309.
19
22 FCC Rcd at 21272-73.
20
UCC/MA Petition for Recon, MB Docket 07-119, at 5-12 (“UCC/MA Petition for Recon”).
Federal Communications Commission FCC 14-7
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stations in the other markets impacted by the NBCO Rule.
21
  Finally, UCC/MA challenge the grant of the 
renewal of the licenses of KTLA(TV), WTIC-TV, WCCT-TV, and WPIX(TV).
22
9. The Teamsters seek reconsideration of the finding that the post-transfer governing 
structure of Tribune complies with Commission rules regarding ownership and control of broadcast 
stations.
III. DISCUSSION
A. Standing
10. Under the Communications Act of 1934, as amended (the “Act”),
23
only a “party in 
interest” has standing to file a petition to deny. The petition to deny must contain specific allegations of 
fact demonstrating that the petitioner is a party in interest and that a grant of the application would be 
inconsistent with the public interest, convenience, and necessity.
24
  The allegations of fact, except for 
those of which official notice may be taken, must be supported by an affidavit of a person with personal 
knowledge of the facts alleged.
25
  Among the facts to be alleged is that the petitioner is a resident of the 
station’s service area or a regular viewer of the station.
26
In the MO&O, the Commission found that MA 
and UCC had failed to demonstrate standing in respect to parts of the proceeding.
27
  For the reasons 
explained below, we reverse that finding here.
11. In the MO&O, the Commission found that, in the context of the transfer proceeding, MA 
had not offered the required affidavit and, therefore, had not demonstrated that it had standing.  UCC had 
only offered affidavits from viewers in the New York City and Miami markets.  As a result, the 
Commission found that UCC had standing to challenge the transfer applications only in regard to those 
markets.
28
  The Commission also found that standing to file a petition to deny against one application that 
forms part of a multi-station transaction does not automatically confer standing to oppose every single 
application that is part of the transaction, especially when the opposition is based on market-specific 
waivers, as is the case here.
29
  In regard to the renewal applications, the Commission held that, contrary to 
Tribune’s assertions, UCC, having filed the requisite affidavits, had demonstrated standing to oppose the 
renewals of WPIX(TV), WCCT-TV, and WTIC-TV.
30
                                                     
21
Id. at 13-20.
22
Id. at 2.
23
47 U.S.C. § 309(d); 47 C.F.R. § 73.3584.
24
47 U.S.C. § 309(d).
25
Id.
26
See In re Curators of Univ. of Missouri, 16 FCC Rcd 1174, 1175 (2001) (“In order to qualify as a party in interest, 
petitioners to deny seeking to represent the interests of their members must show that one or more of their members 
resides within the station's service area or regularly listens to or views a station and that such listening or viewing is 
not the result of transient contacts with the station.”).  Factual allegations as to why grant of a broadcast application 
would not serve the public interest, combined with a showing of local residence, “supply the predicate for finding 
injury in fact.”  Petition for Rulemaking to Establish Standards for Determining the Standing of a Party to Petition 
to Deny a Broadcast Application, Memorandum Opinion and Order, 82 FCC 2d 89, 98–99 (1980) (“1980 Policy 
Statement”).
27
Tribune I, 22 FCC Rcd at 21269.
28
Id. at 21269. 
29
Id.
30
Id.
Federal Communications Commission FCC 14-7
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12. In their petition for reconsideration, UCC/MA argue that the Commission erred in 
denying UCC standing as a petitioner to deny the transfer applications in the Hartford, Los Angeles, and 
Chicago markets and in denying MA standing to deny the Los Angeles transfer.  They claim that their 
declarations fulfilled the requirements on Section 309(d)(1) of the Communications Act
31
because they 
attest that UCC has members in all of the affected markets and that MA has members in Los Angeles.
32
  
They also assert that the Commission ignored its own findings that UCC and MA had standing to 
challenge the Tribune renewals in the markets at issue, as well as Commission precedent on standing in 
other multiple-market transactions.
33
  Finally, UCC and MA included with their petition for 
reconsideration declarations from a UCC member residing in Chicago and an MA member residing in 
Los Angeles.
13. In his declaration attached to the UCC/MA petition to deny the transfer of control, Jeff 
Perlstein states that he is the Executive Director of MA, which is located in Oakland, California.  He also 
states that MA has 1900 members throughout California, “a significant number of whom reside in Los 
Angeles, California,”
34
but he does not claim to reside in the service area of any of the stations at issue, 
and there are no declarations from any members of MA who reside in the service area of any of the 
stations.  In its petition to deny the renewal of KTLA(TV), Los Angeles, California, MA included the 
declarations of Jay Levin and David Adelson, both of whom state that they are residents of Los Angeles 
and regular viewers of KTLA(TV).
14. Attached to the UCC/MA petition to deny the transfer of control are the declarations of 
the following UCC members: Laurinda Hafner, a resident of Miami, Florida and a regular viewer of 
WSFL(TV); the Reverend Mark Bigelow, a resident of Centerpoint, New York, and a regular view of 
WPIX(TV); and the Reverend Mark Lukens, a resident of East Rockaway, New York, and a regular 
viewer of WPIX(TV).  Also attached is the declaration of Robert Chase, Director of Communications of 
the United Church of Christ, who is based in Cleveland, Ohio.  He states that UCC has members in the 
Los Angeles, Chicago, Ft. Lauderdale-Miami, Hartford, and Long Island/Southern Connecticut areas.
35
  
Attached to the petition to deny the renewals of WCCT-TV and WTIC-TV are several statements from 
individuals who state that they reside in the relevant communities and are regular viewers of the stations.  
UCC also attached declarations from individuals who state that they are residents of the service area of 
WPIX(TV) and viewers of the station.
15. On reconsideration, we find that UCC had standing to challenge the transfer applications 
for the Hartford and Chicago markets and that MA had standing to challenge the Los Angeles transfer 
application.  First, UCC and MA were parties to the Hartford and Los Angeles license renewal application 
proceedings, respectively, having provided affidavits or declarations of members residing in those areas.
36
  
The Commission consolidated the license renewal and transfer application proceedings.
37
  The UCC/MA 
member declarations regarding the renewal applications concern the same stations, markets, and 
ownership combinations as those at issue in the transfer proceeding.  Therefore, under these particular 
circumstances, we conclude that the declarations pertaining to the renewal applications were sufficient to 
establish standing with respect to the transfer application.
38
  Second, UCC provided declarations of 
                                                     
31
47 U.S.C. § 309(d).
32
UCC/MA Petition for Recon at 5-6.
33
Id. at 7-10.
34
UCC/MA Petition to Deny, MB Docket 07-119, Declaration of Jeff Perlstein.
35
UCC/MA Petition to Deny, MB Docket 07-119, Declaration of Robert Chase.
36
See UCC/MA Petition for Recon. at 7–8.
37
22 FCC Rcd at 21267.
38
Our decision today only concerns the narrow set of circumstances described above.      
Federal Communications Commission FCC 14-7
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members residing in Miami and New York City in support of its petition to deny the transfer applications, 
and UCC and MA, respectively, provided declarations of members residing in Chicago and Los Angeles 
with their petition for reconsideration. Although the Commission generally does not allow a petitioner to 
rely on new facts in a petition for reconsideration, the Commission will consider new facts where the 
petitioner could not have offered the new facts earlier or where consideration of the new facts is required 
in the public interest.
39
  Here, given conflicting Commission precedent as to whether the declarations filed 
with its petition to deny were sufficient to establish standing,
40
, we conclude that UCC had a good-faith 
basis for believing that the declarations it filed were sufficient to establish standing and acceptance of the 
newly filed declarations serves the public interest.
41
  As a result, it is not necessary to determine whether 
the filing of a single member affidavit or declaration would have been sufficient in this case to establish 
standing with respect to all affected markets.
42
16. Recognizing that UCC/MA had standing to contest Tribune’s waiver requests does not, 
however, alter any other decisions made in the MO&O because the Commission considered and 
addressed all of UCC/MA’s substantive arguments there.  The Commission did this by treating UCC/MA 
as an informal objector to the extent they had not demonstrated standing.
43
17. In their petition for reconsideration, UCC/MA is joined by Charles Benton, who has not 
previously participated in the proceeding.  We need not address whether he is entitled to participate in the 
proceeding under 47 C.F.R. § 1.106(b)(1) in light of our conclusion that UCC/MA has standing, because 
his Declaration submitted in support of the UCC/MA petition does not advance any separate argument.
B. The Chicago NBCO Waiver 
18. UCC/MA argues that the Commission’s decision to grant a permanent waiver of the 
NBCO Rule in the Chicago market was arbitrary and capricious.  Both Tribune and the Transferees argue 
                                                     
39
47 C.F.R. § 1.106(c).
40
UCC/MA Petition to Deny at 8-10 (citing Adelphia Communications Corporation, Memorandum Opinion and 
Order, 21 FCC Rcd 8203, 8215-16 (2006) (declarations of Free Press Policy Director and National Hispanic Media 
Coalition President that, inter alia, their members resided in areas served by Comcast, Time Warner Cable, and 
Adelphia established organizations’ standing to challenge proposed acquisition of Adelphia by Comcast and Time 
Warner); Hispanic Broadcasting Corp., Memorandum Opinion and Order, 18 FCC Rcd 18834, 18835 n.4 (2003) 
(affidavit of National Hispanic Policy Institute (NHPI) President stating that he resided within the service area of 
one of 65 radio station licenses sought to be transferred was sufficient to demonstrate standing to challenge the 
entire transaction); Telemundo Communications Group, Inc., 17 FCC Rcd 6958, 6965 n.18 (2002) (organizational 
standing based on affidavit from member in one of multiple markets affected by the transaction)) .  But see Certain 
Broadcast Stations Serving Communities in the State of Louisiana, 7 FCC Rcd 1503 (1992) (declarations of local 
chapter members demonstrated NAACP’s standing to challenge renewal applications only with regard to stations 
where chapters were located); Certain Broadcast Stations Serving Communities in the Miami, Florida Area, 5 FCC 
Rcd 4893 (1990) (same), vacated on other grounds, 1999 WL 511224 (1999).
41
  See, e.g., Applications of KQED, Inc. for the Renewal of Licenses of Noncommercial Stations KQED-FM, 
KQED-TV, & KQEC-TV San Francisco, California, 88 F.C.C.2d 1159, 1166 (1982) (exercising discretion to accept 
late-filed affidavits necessary to establish standing); Application of Hubbard Broad., Inc. for Renewal of License of 
Station KSTP-TV, St. Paul, Minnesota, 62 F.C.C.2d 970, 971 (1977) (“[S]ince both the original petition for 
reconsideration and the subject application for review have affidavits attesting to the local residence of the affiants,”
petitioner who filed a timely informal objection to a renewal application “clearly has standing.”); Prime Cable of 
Chicago, Inc., 77 Rad. Reg. 2d (P&F) 1038, 1041 (CSB 1995) (accepting new evidence that could have been 
presented earlier as basis for granting reconsideration where new information cured an evidentiary defect).
42
In future multi-station transfer proceedings in which there are market-specific waivers and the parties seek to 
challenge such waivers, we believe it would be prudent for parties to provide declarations from viewers and listeners 
in relevant markets along with their petitions to deny.  
43
22 FCC Rcd at 21269.
Federal Communications Commission FCC 14-7
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that the decision was fully supported by the record and consistent with the Commission standards for 
NBCO Rule waivers.
44
19. At the time the MO&O was adopted, Section 73.3555(d)(3) of the Commission’s rules 
(the “Rules”) provided that “no license for [a] . . . TV broadcast station shall be granted to any party 
(including all parties under common control) if such party directly or indirectly owns, operates, or 
controls a daily newspaper and the grant of such license will result in . . .” the Grade A contour of that 
television station encompassing the entire community in which such newspaper is published.
45
  When the 
rule was adopted, most existing newspaper/broadcast combinations were grandfathered and such 
grandfathered combinations were allowed to continue until the stations at issue were transferred to new 
owners.  In addition, a licensee was permitted to acquire a non-compliant newspaper in a market where it 
owned a broadcast station, without requesting a waiver, as long as it came into compliance with the rule 
prior to the end of the station’s license term.
46
  In addition to these two exceptions to the NBCO Rule, the 
Commission contemplated the need for waivers to permit new cross-ownership patterns in situations 
where application of the rule would be unduly harsh.
47
  Waivers were devised to accommodate four 
situations: (1) where there is an inability to dispose of an interest in order to conform to the rules; 
(2) where the only sale possible is at an artificially reduced price; (3) where separate ownership of the 
newspaper and the broadcast station cannot be supported in the locality; and (4) where, for whatever 
reason, the purpose of the rule would be disserved by divestiture.
48
  The Applicants made their waiver 
requests, both in the renewal proceedings and the transfer proceedings, under the fourth prong of the test.
20. In Tribune I, the Commission granted a permanent waiver of the NBCO Rule to 
Tribune’s Chicago licensee (WGN-TV) because the “uniquely long-term symbiotic relationship between 
[Tribune’s] broadcast stations” and the Chicago Tribune has created “important sources of quality news 
and public affairs programming in the Chicago market” that, because of the particular circumstances of 
that market, might flag with forced divestiture.
49
  The Commission found that the purpose of the rule —
“enhancing diversity in programming service to the public”
50
—would be disserved by divestiture.  The 
Commission also found that, given the nature of Chicago’s modern media market (the third largest in the 
country), “any detriment to diversity caused by common ownership” would be “negligible.”
51
                                                     
44
We find the UCC/MA Petition for Reconsideration to be deficient under Section 1.106(d)(1) of the Commission’s 
rules with respect to “the grant of indefinite ‘temporary’ waivers of the NBCO Rule” as to Tribune properties in 
markets other than Chicago.  UCC/MA Petition for Recon. at 2.  UCC/MA maintain that the Commission did not 
address their arguments concerning this issue, yet the Commission denied the requests for the very reasons 
advocated by UCC/MA, see 22 FCC Rcd at 21275–76, paras. 29–30, and UCC/MA do not explain why they 
maintain that that decision was erroneous.  See 47 C.F.R. § 1.106(d)(1) (stating that a petition for reconsideration 
“shall state with particularity the respects in which petitioner believes the action taken by the Commission . . . 
should be changed . . . and shall state specifically the form or relief sought . . . .”); Petition of the State of Ohio for 
Authority to Continue to Regulate Commercial Mobile Radio Service, 10 FCC Rcd 12427, 12438 (1995) 
(reconsideration petition insufficient under Section 1.106(d)(1) where petitioner did not request any changes in 
underlying Commission action or cite findings of fact or conclusions of law which it believed to be erroneous).
45
47 C.F.R. § 73.3555(d)(3).
46
1975 Order, 50 FCC 2d at 1076 n. 25.
47
1975 Order, 50 FCC 2d at 1077.
48
1975 Order, 50 FCC 2d at 1084–85; Washington Star Communications, Inc., Memorandum Opinion and Order, 
54 FCC 2d 669 (1975); Metromedia Radio and Television, Inc., Memorandum Opinion and Order, 102 FCC 2d 
1334 (1985), aff’d, Health & Med. Policy Research Group v. FCC, 807 F.2d 1038 (D.C. Cir. 1987) (applying 
standard in new, not previously grandfathered combination).
49
22 FCC Rcd at 21277–78.
50
1975 Order, 50 FCC 2d at para. 110.
51
22 FCC Rcd at 21277–78.
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21. UCC/MA errs in suggesting that the only considerations by the Commission in granting 
the Chicago permanent waiver were the length of the combination and the lack of an NBCO Rule when 
Tribune first acquired its properties in Chicago.
52
  Although the long history and duration of the 
combination surely informed the analysis, the thrust of the Commission’s analysis concerns the result of 
that particular relationship:  a uniquely integrated and symbiotic relationship that fosters the creation of 
quality news and public affairs broadcasting to the demonstrated benefit of the public in the Chicago 
market.
53
  Contrary to UCC/MA’s interpretation, the Commission did not hold that the Chicago 
combination’s grandfathered status was enough by itself to justify a permanent waiver, but instead 
contrasted the situation in Chicago with the lack of equities supporting a permanent waiver for Tribune’s 
other properties.  As the MO&O said, “Tribune knew at the time it created the combinations in other 
markets [aside from Chicago] that they did not comply with the Commission’s rules.”
54
  Further, the 
Commission emphasized that the size of the Chicago market and its similarity to other markets in which 
the Commission previously approved permanent waivers — indeed, the Commission previously granted a 
permanent waiver for a newspaper-broadcast combination in Chicago — persuaded it that any harm to 
diversity caused by the common ownership is insignificant.
55
22. UCC/MA suggests that it was error to “grant an unsolicited permanent waiver,”
56
but it 
points to no rule or precedent that would forbid the granting of such a waiver.  More to the point, the 
Commission did not expect that the primary premises of the analysis — the “quality news and public 
affairs programming” arising from the long-standing and symbiotic combination of WGN(AM), WGN-
TV, and the Chicago Tribune and the diverse sources of news in the unique circumstances of the Chicago 
market —would disappear after two, five, or ten years.  Having found that the Chicago combination 
served the public interest, the Commission had no reason to establish an expiration date for the waiver.
23. UCC/MA’s last contention is that Tribune has not met the “‘considerably heavier’” 
burden set by our precedent for justifying a permanent waiver of the NBCO Rule,
57
suggesting that this 
burden can only be met when the prior owner of a newspaper or broadcast property seeks to reacquire that 
property because it has fallen into financial distress and that “market size [is] barely relevant, if at all.”
58
  
This narrow reading of precedent is unfounded.  The Commission has never set out bright-line rules for 
applying the fourth exception to the NBCO Rule since the point of a catch-all exception is to deal with 
unforeseen circumstances without arbitrary strictures.  Moreover, the Commission has consistently looked 
                                                     
52
See UCC/MA Petition for Recon. at 17–18.
53
See, e.g., WGN-TV Application,  at Exhibit 18, pp. 30–33.  According to Tribune, during the time period of 
Tribune’s common ownership of the properties WGN-TV has expanded its broadcast  to 31.5 hours per week of 
regularly scheduled news programming, more than any other television station in the DMA.  WGN-TV and 
WGN(AM) are able to cover the wars in Iraq and Afghanistan, and give their stories a local perspective, through 
their access to Chicago Tribune reporters assigned to those conflicts, including live interviews with reporters on the 
ground.  In addition, Tribune stated that the print and broadcast properties combined their efforts to cover political 
news, including the 2002 Illinois gubernatorial debate and coverage of party conventions.
54
22 FCC Rcd at 21278.  Because the Commission did not rely on the abstract grounds claimed by UCC/MA but 
instead on the narrow circumstances of the transaction before it, UCC/MA’s suggestion that the Commission’s
“logic here would apply to the sale of every grandfathered cross-ownership,” Petition for Recon. at 15, is simply 
wrong.
55
22 FCC Rcd at 21278.
56
UCC/MA Petition for Recon. at 14.
57
UCC/MA Petition for Recon. at 17 (quoting Applications of Capital Cities/ABC, Inc. and the Walt Disney 
Company, Memorandum Opinion and Order, 11 FCC Rcd 5841, 5887 (1996)); see also UCC/MA Petition for 
Recon. at 19 n.19 (quoting Application of Hopkins Hall Broadcasting, Inc. and Shelbyville Publishing Co., Inc., 
Memorandum Opinion and Order, 10 FCC Rcd 9764, 9766 (1995)).
58
UCC/MA Petition for Recon. at 19.
Federal Communications Commission FCC 14-7
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to the size and diversity of the market at issue in considering whether the purposes of the NBCO rule 
would be served by its application in each case.
59
  Given the “uniquely long-term symbiotic relationship 
between [Tribune’s] broadcast stations” and the Chicago Tribune that provides a special benefit of 
continued cross-ownership, coupled with the slight cost to diversity in Chicago’s massive media market 
of continued cross-ownership, Tribune has in fact shown sufficiently “unique or special circumstances”
60
to justify the granting of a permanent waiver of the NBCO Rule to its Chicago licensees.  Based on the 
record, we find that the decision to grant a permanent waiver of the NBCO Rule was justified and affirm 
the Commission’s decision on this issue.
C. The License Renewals
24. As noted above, UCC/MA state that they seek reconsideration of the “unexplained” 
decision to grant the renewal of licenses of stations KTLA(TV), WTIC-TV, WCCT-TV, and WPIX(TV).  
Their only argument in support of this statement is one sentence that says the Commission did not address 
or justify why renewal should be granted to those licenses.
61
  This is incorrect. In the MO&O, the 
Commission stated that the only issue remaining in the renewal proceedings was the requested NBCO 
waivers and that the arguments raised in the transfer proceeding and the renewal proceedings were 
essentially the same.
62
  Therefore, in the interest of administrative efficiency, it consolidated its analysis 
of those arguments.
63
  In addition, the Commission addressed, and rejected, petitioners’ arguments that 
the renewal applications had been defective on their face.
64
  In light of the fact that the Commission did 
address the outstanding issues in the renewal proceedings, it cannot be said the decision to grant the 
renewals was “unexplained.”  We, therefore, affirm the decision to grant the renewals.
D. The Teamsters
25. In the comments they filed in the original transfer proceeding, the Teamsters did not ask 
that the Commission deny the application and did not allege that the proposed structure of Tribune 
following the transfer of control would violate any Commission rule or policy.  Instead, they asked that 
the Commission “take a close look at the proposed ownership structure of the transferee” to determine 
whether the Commission’s diversity and localism concerns had been adequately addressed and 
minimized.  The Commission’s decision quoted Section 310(d) of the Act, which states that, when acting 
on an application for assignment or transfer of a license:
                                                     
59
See Application of Hopkins Hall Broadcasting, 10 FCC Rcd at 9766 (stating that “[i]n analyzing the impact of a 
waiver [of the NBCO Rule] on competition and diversity, it is necessary to first determine the relevant market,” 
declining to grant a waiver when doing so would eliminate one of only three independent voices in small 
community, and contrasting the local market of 32,000 people to the “major market[s]” of Chicago and New York); 
see also, e.g., Fox Television Stations, Inc., Declaratory Ruling, 8 FCC Rcd 5341, 5351 (1993) (granting a 
permanent waiver for a New York licensee, and “focus[ing] upon those media voices available in the city of New 
York which are responsive to the local problems and needs of the residents there”); Applications of Capital 
Cities/ABC, Inc., 11 FCC Rcd at 5890–91, 5892–93 (The Commission declined to grant the waivers without a more 
detailed analysis of competition and diversity within the relevant markets.  The applicants had only submitted 
analysis’ based on DMA and not communities of license.). 
60
Applications of Capital Cities/ABC, Inc., 11 FCC Rcd at 5888 (1996).
61
UCC/MA Petition for Recon. at 2.
62
22 FCC Rcd at 21267.
63
Id.
64
22 FCC Rcd at 21283–84.
Federal Communications Commission FCC 14-7
10
[T]he Commission may not consider whether the public interest, convenience and 
necessity may be served by the transfer, assignment, or disposal of the permit or license 
to a person other than the proposed transferee or assignee.
65
The Commission explained that this provision confines its review of a transfer of control application to 
consideration of only the qualifications of the proposed transferee and does not permit it to consider 
whether a different transferee might better serve the public interest.  It also explained that the 
Commission regularly reviews the organizational and governing structure of an applicant, but that in 
conducting those types of reviews, the question is whether the organizational structure of a proposed 
licensee complies with our rules and policies, not whether it hypothetically could be changed to better 
serve the public interest.  If an applicant’s structure results in a violation of the rules, the structure must be 
revised or the application will be denied.  If an applicant’s structure fully complies with the rules, there is 
no basis on which to order its revision.  The MO&O stated that to engage in the type of review urged by 
the Teamsters would involve the Commission in endless speculation as to whether the organizational 
structure of each individual applicant could somehow be improved to generate an additional public 
interest benefit.  Because no party had alleged that the Transferees’ proposed organizational and 
governing structure violates any Commission rule or policy or any other statute, rule, or policy, the 
Commission declined to conduct the kind of review sought by the Teamsters and did not order any 
changes to the organizational or governing structure of the ESOP Plan or the Tribune Trust as a condition 
of granting the transfer applications.
26. In its petition for reconsideration, the Teamsters argued that the party controlling 
Tribune, Zell, would not own Tribune. They further argued that the beneficiaries of the ESOP Plan, who 
Teamsters contend are the rightful owners of Tribune, would have no role in the selection of Tribune’s 
directors and would no have no opportunity to select the Tribune ESOP Plan trustee.  The Teamsters 
argued that this arrangement violated Section 310(d) of the Communications Act of 1934, as amended,
66
because it separated beneficial ownership of Tribune from day-to-day control over station personnel, 
programming, and finances.  Teamsters concede that the Commission may lawfully vest control of a 
broadcast licensee in a trust and that “ownership and control of a licensee may, consistent with Section 
310(d), be divided between a trustee who has legal ownership and beneficiaries who have beneficial 
ownership.”
67
27. In their opposition, the Transferees argued that the Teamsters misstated the degree of 
separation between ownership and control of Tribune.
68
  They state that the ESOP, which was organized 
as a trust under Illinois law, at all times held a controlling interest in Tribune and had the right to elect a
majority of the company’s board of directors, giving it control of the company.
69
  Furthermore, they stated
that the employee-beneficiaries of the ESOP plan held pass-through voting rights with respect to allocated 
shares on specified major matters affecting Tribune, such as any sale of all or substantially all of 
Tribune’s assets, on future mergers, and on recapitalizations.
70
  The Transferees also stated that the trustee 
of the ESOP Plan was a fiduciary required under federal pension law to vote the stock solely for the 
benefit of the employee participants.  They contended that the trustee owed its fiduciary duty solely to the 
employee participants and not to Tribune’s management or its board of directors.
71
                                                     
65
47 U.S.C. § 310(d).
66
Id.
67
Teamsters Reply to Opposition at 2.
68
Tribune Opposition to Teamster’s Petition for Recon. at 4.
69
Id.
70
Id.
71
Id.
Federal Communications Commission FCC 14-7
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28. We find the Teamsters’ arguments to be without merit.  Our Rules specifically permit 
trusts designed to separate control of a licensee from beneficial ownership to serve as Commission 
licensees.
72
  The Teamsters’ claim that Section 310(d) precludes a trustee from exercising control while 
the beneficiaries of the trust receive only economic benefits is inconsistent with our Rules and with 
precedent.
73
In some proceedings, the Commission even has required ownership interests to be placed in 
trusts when our Rules preclude the beneficial owner from exercising control over the licensee.
74
  Here, the 
transfer of control was to a trust, which delegated day-to-day operations of the licensee to another 
attributable party, who was answerable to the trust and to its trustee, who in turn had a fiduciary 
obligation to the beneficiaries.  In addition, we note that here the trust beneficiaries exercised a degree of 
control over the licensees because of their pass through voting rights on certain major company decisions. 
In addition, the Commission passed on the qualifications of Zell, the ESOP Plan, the Tribune Trust and 
EGI-TRB and authorized Zell to exercise control along with the other transferees.
75
Nothing in this 
arrangement as presented in the record is in violation of our Rules and policies.  Therefore, we affirm the
previous finding that the post-transfer organization of Tribune complied with our Rules and policies.
IV. ORDERING CLAUSES
29. ACCORDINGLY, IT IS ORDERED, the petition for reconsideration filed by the United 
Church of Christ and the Media Alliance in MB Docket No. 07-119 IS GRANTED TO THE EXTENT 
SET FORTH ABOVE AND OTHERWISE DENIED, and the petition for reconsideration filed by the 
International Brotherhood of the Teamsters IS DENIED.
FEDERAL COMMUNICATIONS COMMISSION
Marlene H. Dortch
Secretary
                                                     
72
See 47 C.F.R. § 73.3555, Note 2(d) (2006).  See also Applications of Arthur McBride, Jr., Memorandum Opinion 
and Order, 14 FCC Rcd 13551 (Med Bur. 1999).
73
The cases cited by the Teamsters are not relevant.  The first, Alabama Educational Television Commission 
Decision, 50 FCC 2d 461 (1975), does not deal with a licensee’s organizational structure.  The second, Southwest 
Texas Public Broadcasting Council, 85 FCC 2d 713 (1981), holds that a licensee may delegate day-to-day control 
over many matters to an unaffiliated third-party, as long as it does not relinquish all control without Commission 
consent.  Here, the Commission expressly granted its consent to the transfer of control to Zell and the other parties 
identified in the applications.
74
Applications of Shareholders of AMFM, Inc., 15 FCC Rcd 16062,16072 (2000).
75
Tribune I, 22 FCC Rcd at 21284.
Federal Communications Commission FCC 14-7
12
Exhibit 1
File Number Call Sign ID Community
BTCCT-20070501AEY WPIX 73881 New York, NY
BTCCT-20070501AEZ WTXX 14959 Waterbury, CT
BTCCT-20070501AFC KDAF 22201 Dallas, TX
BTCCT-20070501AFD WTIC     146 Hartford, CT
BTCCT-20070501AFE WPMT 10213 York, PA
BTCCT-20070501AFF WPHL 73879 Philadelphia, PA
BTCCT-20070501AFG WXIN     147 Indianapolis, IN
BTCCT-20070501AFJ KWGN 35883 Denver, CO
BTCCT-20070501AFK KTLA 35670 Los Angeles, CA
BTCCT-20070501AFL KRCW 10192 Salem, OR
BTCCT-20070501AFM WTTV 56523 Bloomington, IN
BTCCT-20070501AFN WTTK 56526 Kokomo, IN
BTCCT-20070501AFR KTXL 10205 Sacramento, CA
BTCCT-20070501AFS KMYQ 69571 Seattle, WA
BTCCT-20070501AFT WXMI 68433 Grand Rapids, MI
BTCCT-20070501AFZ KPLR 35417 St. Louis, MO
BTCCT-20070501AGB WSFL 10203 Miami, FL
BTCCT-20070501AGC KHCW 23394 Houston, TX
BTCCT-20070501AGE WGN 72115 Chicago, IL
BTCCT-20070501AGG KCPQ 33894 Tacoma, WA
BTCCT-20070501AGL KSWB 58827 San Diego, CA
BTCCT-20070501AGM WDCW 30576 Washington, DC
BTCCT-20070501AGO WGNO 72119 New Orleans, LA
BTCCT-20070501AGP WNOL 54280 New Orleans, LA
BTCCT-20070501AFO K20ES 12671 Pendleton, OR
BTCCT-20070501AFP K24DX 12678 Pendleton, OR
BTCCT-20070501AFQ KRCW-LP 35151 Portland, OR
BTCCT-20070501AFU K25CH 69575 Centralia, WA
BTCCT-20070501AFV K29ED 69574 Everett, WA
BTCCT-20070501AFW W42CB 64440 Hesperia, MI
BTCCT-20070501AFX W52DB 64442 Muskegon, MI
BTCCT-20070501AGH K25CG 33898 Aberdeen, WA
BTCCT-20070501AGI K42CM 33895 Centralia, WA
BTCCT-20070501AGJ K54DX 33896 Ellensburg-Kittitas, WA
BTCCT-20070501AGK K64ES 33899 Chelan, WA
BTCCT-20070501AGN W51CY 64680 Chambersburg, PA
BTC-20070501AGF WGN(AM) 72114 Chicago, IL