Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0009 (June 2010)
FCC 316
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO ASSIGN BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE OR TO TRANSFER CONTROL OF ENTITY HOLDING BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BTCH - 20101215AIE
Section I - General Information
1. Legal Name of the Licensee/Permittee
SUNBURY BROADCASTING CORPORATION
Mailing Address
P.O. BOX 1070

City
SUNBURY
State or Country (if foreign address)
PA
Zip Code
17801 -
Telephone Number (include area code)
5702865838
E-Mail Address (if available)
HADDON@WKOK.COM
FCC Registration Number:
0003748316
Call Sign
WEGH
Facility ID Number
63893
2. Contact Representative (if other than licensee/permittee)
F. THOMAS MORAN
Firm or Company Name
WILKINSON BARKER KNAUER, LLP
Mailing Address
2300 N STREET, NW
SUITE 700

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20037 - 1128
Telephone Number (include area code)
2027834141

E-Mail Address (if available)
TMORAN@WBKLAW.COM
3. If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity Noncommercial Educational Licensee/Permittee Other
N/A (Fee Required)
4.
a.  Voluntary Assignment or Transfer of Control  Involuntary Assignment or Transfer of Control
Amendment to pending application
File number of pending application: -

If an amendment, submit as an Exhibit a listing, by Section and Question Number, of the portions of the pending application that are being revised.

[Exhibit 1]

b.

Applicant certifies that the use of FCC Form 316 is appropriate for this transaction.

 

Yes No
See Explanation in
[Exhibit 2]
5.

Were any of the authorizations that are the subject of this application obtained through the Commission's competitive bidding procedures (see 47 C.F.R. Sections 1.2111(a) and 73.5000)?

If yes, list pertinent authorizations in an Exhibit.

Yes No

[Exhibit 3]



NOTE: In addition to the information called for in this section, an explanatory exhibit providing full particulars must be submitted for each question for which a "No" response is provided.

Section II - Assignor/Transferor

1. Certification.   Assignor/Transferor certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignor/Transferor further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Application for (check one): Consent to Assign Construction Permit Consent to Transfer Control of Permittee
Consent to Assign License Consent to Transfer Control of Licensee
Amendment to pending application
3.
Legal Name of the Assignor/Transferor
LOIS W. HADDON
Mailing Address
243 WATER STREET

City
NORTHUMBERLAND
State or Country (if foreign address)
PA
Zip Code
17857 -
Telephone Number (include area code)
5702865838
E-Mail Address (if available)

4.
Contact Representative (if other than Assignor/Transferor)
F. THOMAS MORAN
Firm or Company Name
WILKINSON BARKER KNAUER, LLP
Mailing Address
2300 N STREET, N.W.
SUITE 700

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20037 -
Telephone Number (include area code)
2027834141

E-Mail Address (if available)
TMORAN@WBKLAW.COM
 
If more than one Transferor, submit the information requested in Questions 3 and 4 for each transferor.
[Exhibit 4]
5. Authorizations to be Assigned/Transferred. List the authorized stations and construction permits to be assigned/transferred. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be assigned/transferred. Include main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations.

[Enter Station Information]


List the authorized stations and construction permits to be assigned/transferred. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be assigned/transferred. Include main stations, FM and/or TV translator stations, LPTV stations,, FM and/or TV booster stations.

Facility ID Number
Call Sign or Construction Permit File Number
City
State
63893 WEGH - NORTHUMBERLAND PA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
63889 WKOK - SUNBURY PA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
73271 WMLP - MILTON PA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
63890 WQKX - SUNBURY PA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
73272 WVLY-FM - MILTON PA


6.
Agreements for Sale/Transfer of Station.
a. If the transaction is voluntary, Assignor/Transferor certifies that:
  i. it has placed in licensee's/permittee's public inspection file(s) and submitted as an exhibit to this item copies of all agreements for the assignment/transfer of the station(s);
  ii. these documents embody the complete and final understanding between assignor/transferor and assignee/transferee; and
  iii. these agreements comply fully with the Commission's rules and policies.
b. If the transaction is involuntary, the Assignor/Transferor certifies that court orders or other authorizing documents have been issued and that it has placed in the licensee's/permittee's public inspecition file(s) and submitted to the Commission copies of such court orders or other authorizing documents.
Exhibit Required
Yes No
N/A

[Exhibit 5]


Yes No
N/A

[Exhibit 6]

7.
Character Issues. Assignor/Transferor certifies that neither licensee/permittee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 7]

8.
Adverse Findings. Assignor/Transferor certifies that, with respect to the assignor/transferor and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination.
Yes No
See Explanation in
[Exhibit 8]
9. Auction Authorization. Assignor/transferor certifies that more than five years have passed since the issuance of the construction permit for the station being assigned, where that permit was acquired in an auction through the use of a bidding credit or other special measure. Yes No
N/A


See Explanation in
[Exhibit 9]
10. Anti-Drug Abuse Act Certification. Assignor/Transferor certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations.

Typed or Printed Name of Person Signing
LOIS W. HADDON
Typed or Printed Title of Person Signing
INDIVIDUALLY
Signature
Date
12/14/2010
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



NOTE: In addition to the information called for in this section, an explanatory exhibit providing full particulars must be submitted for each question for which a "No" response is provided.

Section III - Assignee/Transferee

1. Certification.   Assignee/Transferee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignee/Transferee further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Legal Name of the Assignee/Transferee
THE ROGER S. HADDON, JR. IRRV TRUST, LOIS W. HADDON, TRUSTEE
Mailing Address
243 WATER STREET

City
NORTHUMBERLAND
State or Country (if foreign address)
PA
Zip Code
17857 -
Telephone Number (include area code)
5702865838
E-Mail Address (if available)

3.
Contact Representative (if other than Assignee/Transferee)
F. THOMAS MORAN
Firm or Company Name
WILKINSON BARKER KNAUER, LLP
Mailing Address
2300 N. STREET, N.W.
SUITE 700

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20037 -
Telephone Number (include area code)
2027834141

E-Mail Address (if available)
TMORAN@WBKLAW.COM
 
If more than one Transferee, submit the information requested in Questions 2 and 3 for each transferee.
[Exhibit 10]
4.
Agreements for Sale/Transfer of Station. Assignee/Transferee certifies that:
a. the written agreements in the licensee/permittee's public inspection file embody the complete and final agreement for the sale or transfer of the station(s); and
b. these agreements comply fully with the Commission's rules and policies.
Yes No
[Exhibit 11]
5. Changes in interests as a result of assignment/transfer.
a. [Enter Changes in Interests Information]


or [Exhibit 12]
 
 
b. Applicant certifies that equity interests not set forth above are non-attributable.
Yes No

N/A

[Exhibit 13]

6. Other Authorizations. List call signs, locations, and facility identifiers of all other broadcast stations in which assignee/transferee or any party to the application has an attributable interest. N/A

[Exhibit 14]

7. Acquisition of Control. List the file number and date of grant of FCC Form 301, 314, or 315 application by which the Commission approved the qualifications of the individual or entity with a pre-existing interest in the licensee/permittee that is now acquiring control of the licensee/permittee as a result of the grant of this application. N/A

[Exhibit 15]

8.
Character Issues. Assignee/Transferee certifies that neither assignee/transferee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 16]

9.
Adverse Findings. Assignee/Transferee certifies that, with respect to the assignee/transferee and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination.
Yes No

See Explanation in
[Exhibit 17]

10. Alien Ownership and Control. Assignee/Transferee certifies that it complies with the provisions of Section 310 of the Communications Act of 1934, as amended, relating to interests of aliens and foreign governments. Yes No

See Explanation in
[Exhibit 18]

11. Auction Authorization. Assignee/transferee certifies that where less than five years have passed since the issuance of the construction permit and the permit had been acquired in an auction through the use of a bidding credit or other special measure, it would qualify for such credit or other special measure. Yes No
N/A


See Explanation in
[Exhibit 19]
12. Anti-Drug Abuse Act Certification. Assignee/transferee certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations. I hereby waive any claim to the use of any particular frequency as against the regulatory power of the United States because of the previous use of the same, whether by license or otherwise, and request an authorization in accordance with this application. (See Section 304 of the Communications Act of 1934, as amended.)

Typed or Printed Name of Person Signing
LOIS W. HADDON
Typed or Printed Title of Person Signing
TRUSTEE
Signature
Date
12/14/2010
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits
Exhibit 2
Description:
USE OF FCC 316 APPROPRIATE

THE USE OF THE INSTANT PRO FORMA TRANSFER OF CONTROL APPLICATION ON FCC FORM 316 IS APPROPRIATE BECAUSE LOIS W. HADDON WILL REMAIN IN ULTIMATE CONTROL OF THE LICENSEE FOLLOWING THE PROPOSED OWNERSHIP RESTRUCTURING, WHICH IS DESCRIBED IN DETAIL IN EXHIBIT 12.

Attachment 2


Exhibit 5
Description:
AGREEMENTS

THE PROPOSED TRANSACTION INVOLVES A RESTRUCTURING OF THE OWNERSHIP OF THE LICENSEE CONTROLLED BY LOIS W. HADDON. THE PROPOSED OWNERSHIP RESTRUCTURING IS BEING UNDERTAKEN FOR ESTATE PLANNING AND TAX PURPOSES. THERE ARE CURRENTLY NO WRITTEN AGREEMENTS FOR THE PROPOSED TRANSACTION. THE PROPOSED OWNERSHIP RESTRUCTURING IS DESCRIBED IN DETAIL IN EXHIBIT 12.

Attachment 5


Exhibit 11
Description:
AGREEMENTS

SEE EXHIBIT 5.

Attachment 11


Exhibit 12
Description:
DESCRIPTION OF TRANSACTION

THIS APPLICATION SEEKS COMMISSION CONSENT FOR A PRO FORMA RESTRUCTURING OF THE OWNERSHIP OF SUNBURY BROADCASTING CORPORATION, THE LICENSEE OF THE FOLLOWING RADIO STATIONS:

WEGH(FIN FM), NORTHUMBERLAND, PENNSYLVANIA (FIN 63893);
WKOK(FIN AM), SUNBURY, PENNSYLVANIA (FIN 63889);
WMLP(FIN AM), MILTON, PENNSYLVANIA (FIN 73271);
WQKX(FIN FM), SUNBURY, PENNSYLVANIA (FIN 63890); AND
WVLY-FM, MILTON, PENNSYLVANIA (FIN 73272).

LOIS W. HADDON PRESENTLY OWNS 50.7 PERCENT OF THE VOTING STOCK OF SUNBURY BROADCASTING CORPORATION. THE REMAINING 49.3 PERCENT OF THE VOTING STOCK IS HELD BY TRUST B UNDER THE WILL OF ROGER S. HADDON (40%) OF WHICH LOIS W. HADDON AND DON A. ROSINI ARE CO-TRUSTEES, ROGER S. HADDON, JR. (1.3%) , AND HARRY H. HADDON, JR. (8%).

AFTER THE PROPOSED RESTRUCTURING, WHICH IS BEING MADE FOR ESTATE PLANNING AND TAX PURPOSES, LOIS W. HADDON WILL TRANSFER HER ENTIRE 50.7 PERCENT VOTING STOCK INTEREST IN SUNBURY BROADCASTING CORPORATION TO A TRUST ESTABLISHED FOR THE BENEFIT OF HER SON: THE ROGER S. HADDON, JR. IRREVOCABLE TRUST (DATED DECEMBER 3, 2010). LOIS W. HADDON IS THE SOLE TRUSTEE OF THIS TRUST AND SHE WILL EXERCISE COMPLETE CONTROL OVER THE TRUST ASSETS (INCLUDING ALL VOTING RIGHTS WITH RESPECT TO THE STOCK OF SUNBURY BROADCASTING CORPORATION THAT WILL BE TRANSFERRED TO THE TRUST). NON-VOTING STOCK IN SUNBURY BROADCASTING CORPORATION WILL ALSO BE TRANSFERRED TO SIMILAR TRUSTS FOR THE BENFIT OF THE THREE DAUGHTERS OF LOIS W. HADDON (HILARY H. ALBRIGHT, SYBIL H. SNEE AND PAMELA H. FORD). THUS, THE ULTIMATE CONTROL OF THE LICENSEE WILL REMAIN WITH LOIS W. HADDON AS SOLE TRUSTEE OF THE ROGER S. HADDON, JR. IRREVOCABLE TRUST FOLLOWING CONSUMMATION OF THE PROPOSED TRANSFER OF STOCK TO THE FAMILY TRUSTS. ACCORDINGLY, THE PROPOSED OWNERSHIP RESTRUCTURING QUALIFIES AS A PRO FORMA CHANGE IN CONTROL.

Attachment 12